The Stuff of Legends
by Darkelvoriplorellion Tyler
Summary: Lilith's adventures with Rose and the Doctor continue in series 2. Rose seems just fine with the new new Doctor, but how will Lilith cope with traveling with a man wearing the face of her father? Fourth in the Lilith!verse.
1. A Whole Lot More Complicated

Both Lilith and Rose were staring at the new Doctor with wide, disbelieving eyes; each for a different reason. Lilith hadn't seen that face in over half a century. It brought tears to her eyes seeing the brown eyes that she had inherited in her first incarnation and his frankly amazing hair. Rose, on the other hand, was staring at him in horror as he went over to the console and set coordinates.

"Six PM... Tuesday... October... 5006... On the way to Barcelona!" He straightened up and faced Rose, grinning as if extremely pleased with himself. "Now then... what do I look like?" He held up a hand to silence them. "No, no no, no no no no no no no. No. Don't tell me. "Let's see... two legs, two arms, two hands... slight weakness in the dorsal tubercle." His hands flew to his head. "Hair! I'm not bald!"

Rose now looked shocked. The Doctor tan his hands through his hair gleefully. "Oh, Oh! Big hair! Sideburns, I've got sideburns! Or really bad skin. Little bit thinner..." He slapped his stomach. "That's weird. Give me time, I'll get used to it." His eyes went wide. "I... have got... a mole. I can feel it. Between my shoulder blades, there's a mole." He rotated his shoulders "That's all right. Love the mole."

He grinned at Rose and Lilith. "Go on then, tell me. What do you think?"

After a moment of silence, Lilith launched herself at the Doctor. "You! Stupid! Clueless! Impulsive! Moronic! Twit!" She shouted, punctuating each word with a punch to his new chest. "What were you thinking? You should've let me! You should've let me." She fell into his arms, shaking with tears.

"I had to." the Doctor whispered, holding her.

"Who are you?" Rose quietly asked.

The Doctor looked up at the human, crestfallen and slightly surprised. "I'm the Doctor."

Rose shook her head, not believing him. "No. Where is he? Where's the Doctor? What have you done to him?"

"You saw me, I, I changed. Right in front of you."

"I saw him sort of explode, and then you replaced him, like a..." Rose struggled for words. "A teleport or a transmat or a body swap or something.

The Doctor didn't interject. He seemed lost for words. Rose took a few steps towards him. At arm's length, she pushed him in the chest. "You're not fooling me.

I've seen all sorts of things. Nanogenes, Gelth, Slitheen." She looked at him warily and the Doctor raised his eyebrows. "Oh my God, are you a Slitheen?"

"He's a bit thin to be Slitheen, Tyler." Lilith snorted, wiping away a tear.

"Rose," the Doctor said pleadingly. "It's me. Honestly, it's me. I was dying. To save my own life I changed my body. Every single cell, but... it's still me."

"You can't be." Rose whispered.

The Doctor took a few steps closer to her, looking straight down into her eyes. "Then how could I remember this? Very first word I ever said to you. Trapped in that cellar. Surrounded by shop window dummies, oh, such a long time ago. I took your hand," he gently held her hand. "I said one word... just one word, I said... 'Run'." Then he whispered something in her ear, something Lilith didn't catch.

He gazed at her. Rose looked into his eyes, her own full of tears. "Doctor." She said shakily.

The Doctor grinned and pulled her into a tight embrace. She held him just as tightly. "Hello."

Rose sighed and stumbled backwards. Lilith put a comforting arm around her. "It's weird, I know." She said gently. "But everything's going to be just fine."

The Doctor took off around the other side of the console. "And we never stopped, did we? All across the universe. Running, running, running." He flicked a few switches on the console. "One time we had to hop. Do you remember? Hopping for our lives."

He hopped madly up and down on the spot. Rose had her back against the pillar and was just watching him. Lilith rolled her eyes.

"Yeah? All that hopping? Remember hopping for your life? Yeah? Hop? With the..." His wild enthusiasm ebbed from his voice at Rose's lack of reaction. He stopped hopping. "No?"

"Can you change back?" Rose asked.

"Do you want me to?"

"Yeah."

"Oh." the Doctor said dejectedly.

"Can you?"

"No." He glanced down at the floor, disappointed. "Do you want to leave?"

Rose looked shocked. "Do you want me to leave?"

"No!" He exclaimed quickly. "But your choice. If you want to go home..."

Lilith looked at her friend with worry. Rose, still looking a bit upset, shook her head. "No, I don't. But can we go back just to visit?"

The Doctor looked visibly relieved. "Cancel Barcelona. Change to London, the Powell Estate, ah, let's say the 24th of December." He looked up at Rose. "Consider it a Christmas present."

Rose edged slowly closer the console. "Are you going to leave me there?"

The Doctor looked defensive. "Up to you. Back to your mum, it's all waiting. Fish and chips, sausage and mash, beans on toast, no, Christmas! Turkey! Although... having met your mother... nut loaf would be more appropriate."

Rose looked down quickly to hide a smile.

"Was that a smile?" Lilith asked with a grin.

"No." Rose said.

The Doctor poked her arm. "That was a smile."

"No it wasn't."

"You smiled." He said teasingly.

"No I didn't."

"Oh, come on, all I did was change, I didn't..." The Doctor suddenly gagged as the TARDIS shudders.

Lilith stepped forward. "Doctor?"

"I said I didn't..." The same thing happened again, more violently. He made a nasty retching noise. "Uh oh."

Lilith put her hand on his arm. "Doctor, are you okay?" A cloud of golden mist issued from the Doctor's mouth.

"What's that?" Rose asked.

"Artron energy." Lilith breathed. "Oh no."

The Doctor groaned. "The change is going a bit wrong. I'm all—" He gagged again and fell to his knees, his face contorted.

"Look... maybe we should go back. Let's go and find Captain Jack, he'd know what to do."

"We don't have time, even with a time machine." Lilith said, though distracted by trying to help the Doctor. "Rose, you might want to stay back a bit."

A lever on the console seemed to catch the Doctor's eye. "I haven't used this one in years." He flicked it. The TARDIS shuddered violently and all three travelers were nearly knocked to their feet.

"What're you doing?" Rose and Lilith yelled.

"Putting on a bit of speed! That's it!" the Doctor laughed manically.

Lilith tried desperately to reverse everything the Doctor was doing, but he was too fast. Rose tried to maintain a more secure grip on the console.

"My beautiful ship!" the Doctor cried, sounding crazed. "Come on, faster! That's a girl! Faster! Wanna to break the time limit?"

"Stop it!" Rose screamed.

"Doctor, you have to stop!" Lilith shouted.

"Ah, don't be so dull, Lilithanadir! Let's have a bit of fun! Let's rip through that vortex!" He seemed to gain a bit of lucidity for a moment. "The regeneration's going wrong. I can't stop myself." He grimaced in pain. "Ah, my head..."

Lilith stared at him. "I've never seen regeneration sickness this violent."

The Doctor sprung up into standing position again, and his voice went back to being crazed. "Faster! Let's open those engines!"

A bell went off. Rose looked around, frightened. "What's that?"

"We're gonna crash land!" the Doctor declared, sounding delighted. He laughed manically.

"Well then, do something!"

"Too late! Out of control!" His voice rose hysterically. "Oh, I love it! Hot dawg!"

"You're gonna kill us!"

"Hold on tight, here we go! Christmas Eve!"

The TARDIS shuddered and shook as she picked up speed. Well, this is going to get complicated.

Lilith swore in Gallifreyan.


	2. An Invasion for Christmas Part 1

The TARDIS shook violently as it flew through the air, landing with a rough jolt. The Doctor stumbled towards the door. "Here we are then, London. Earth. The Solar System. We did it."

"And you're sure that's the Doctor?" Rose asked Lilith with her eyebrows raised.

Lilith sighed. "Sadly. Last time he regenerated, all he got was a freaking fever. Not this."

They came out of the TARDIS to find the Doctor unconscious on the ground,

"What happened? Is he all right?" Rose panicked.

"I don't know; he just keeled over." Mickey said. "But who is he? Where's the Doctor?"

"That's him, right in front of you. That's the Doctor." Lilith said.

Jackie looked up at them. "What do you mean, that's the Doctor? Doctor who?"

The four of them took the Doctor up to the Tyler apartment where Lilith and Rose dressed him in pajamas and laid him on a bed.

Jackie came in with a stethoscope. "Here we go. Tina the cleaner's got this lodger, a medical student, and she was fast asleep, so I just took it. Though I still say we should take him to hospital."

"We can't." Lilith said, taking the stethoscope. "He's alien, remember? They'd lock him up and dissect him. One bottle of his blood could change the future of the human race." She listened to both sides of the Doctor's chest and sighed in relief. "Both working."

Jackie frowned. "What do you mean 'both'?"

"Well, he's got two hearts." Rose explained.

"Oh, don't be stupid." She said dismissively.

"He has."

"Anything else he's got two of?" Jackie asked, eyeing the Time Lord.

Lilith snorted. "Because Rose would know."

"Leave him alone." Rose said, blushing.

Rose and Jackie left. Lilith looked down at the man she had called her father for fifty years. "I know you said it was a fixed point." She sighed. "But look what you've gotten yourself into. I wish I knew how to fix this. I'm sorry, Dad."

The Doctor just exhaled some more Artron energy.

Rose poked her head in. "Lil, come check this out. It's Harriet Jones." They went into the living room where Harriet Jones was on the TV.

"She's Prime Minister now." Jackie said. "I'm eighteen quid a week better off. They're calling it Britain's Golden Age. I keep on saying my Rose has met her."

"Did more than that. Stopped World War Three with her. Harriet Jones."

Lilith's smile faltered as her father's yet to be spoken words filtered into her mind. Don't you think she looks tired?

"Prime Minister, what about those calling the Guinevere One Space Probe a waste of money?" Asked a reporter on TV.

"Now, that's where you're wrong. I completely disagree if you don't mind. The Guinevere One Space Probe represents this country's limitless ambition. British workmanship sailing up there among the stars."

Lilith found it hard to listen as they walked about the space probe. She may not remember what was about to happen, but she knew that it was going to be nothing good. Especially with the Doctor out cold in a healing coma.

"I'm going to head down back to the TARDIS. The landing must've been rough on her." The Time Lady said. Sticking her hands in the pockets of her denim jacket, she wandered back to the Time Ship. "Hello." She greeted the TARDIS.

'Hello, Dear One.' The TARDIS responded telepathically.

Lilith smiled and laid down on the jump seat. Just a quick nap.

* * *

She woke to the sound of her phone ringing. "'Lo?" she yawned.

"Lilith?" Rose said on the other end of the line, sounding panicked. "Mickey and I were attacked. Meet us back at the flat, okay?"

Lilith jumped up. "See you there." She said, ending the call. She sprinted out of the TARDIS, into the building, and up the stairs, running into Mickey and Rose juts outside the door to the Tyler's apartment.

Rose threw the door open. "Get off the phone." She ordered her mother.

"It's only Bev. She says hello." Jackie said, hands on her hips

Rose took the phone from her. "Bev? Yeah. Look, it'll have to wait." She hung up. "Right, it's not safe. We've got to get out. Where can we go?"

"My mate Stan," Mickey suggested. "He'll put us up."

"That's only two streets away. What about Mo? Where's she living now?" Rose asked Jackie.

Jackie shrugged. "I don't know. Peak District."

"Well, we'll go to cousin Mo's then."

"No, it's Christmas Eve!" Jackie protested. "We're not going anywhere! What're you babbling about?"

"Uh, Jackie? Where'd you get that tree?" Lilith asked. The Christmas tree, which was previously white, was taller and green. "That's a new tree. Where'd you get it?"

"I thought it was Rose."

Rose frowned. "How can it be me?"

"Well, you went shopping. There was a ring at the door, and there it was!" Jackie said.

"No, that wasn't me."

"Then who was it?" The elder blond wondered.

The tree lit up by itself and started playing Jingle Bells.

"Oh, you're kidding me." Rose sighed.

Sections of the tree stared to rotate in different directions, creating a strong wind. It began to move, chopping through a coffee table. Not the one Rose and the Doctor had smashed the previous year, Lilith noted. Mickey picked up a chair to fend it off as Jackie, Rose, and Lilith ran for the door.

"We've got to save the Doctor!" Rose yelled.

"What're you doing?" Jackie demanded.

"We can't just leave him!"

"Mickey Leave it! Get out! Get out!"

"Micks!" Lilith yelled. "Get out of there!"

Mickey dropped the chair and ran into the bedroom where Rose and Lilith were. The Doctor was still laying in the bed, unresponsive to the commotion around him.

"Get in here!" Mickey shouted to Jackie.

Jackie did as the tree headed for them. She and Mickey pulled a wardrobe across the door.

"Doctor, wake up!" Rose begged.

Lilith got the sonic screwdriver from the jacket pocket and put it in the Doctor's hand just as the tree smashed through the door. She backed away.

"I'm going to get killed by a Christmas tree!" Jackie shrieked.

Rose whispers into the Doctor's ear. "Help me."

He suddenly sat bolt upright and aimed the screwdriver at the tree. It exploded.  
"Remote control." the Doctor mused. "But who's controlling it?" He got out of bed slipped on some slippers and grabbed a robe, heading outside. Down on the ground, three Santas gazed up, one holding a radio controller.

"That's them." Mickey said. "What are they?"

Rose and Lilith shushed him.

The Doctor pointed the screwdriver at them and the Santas backed away. They beamed away in bolts of blue light.

"They've just gone." Mickey scoffed. "What kind of rubbish were they? I mean, no offence, but they're not much cop if a sonic screwdriver's going to scare them off."

"Pilot fish." the Doctor said.

"What?" Rose asked.

"They were just pilot fish." He told them, and then collapsed against the wall in pain.

"Doctor!" Lilith exclaimed.

"You woke me up too soon. I'm still regenerating." the Doctor panted. "I'm bursting with energy." He exhaled the golden Artron energy. "You see? The pilot fish could smell it a million miles away. So they eliminate the defense, that's you lot, and they carry me off. They could run their batteries on me for a couple of— ow!" He curled up in pain.

Lilith pushed Rose and Jackie away. "Stay back, guys."

"My head! I'm having a neuron implosion. I need…"

Lilith laid her forehead against his. 'Calm down. Just tell me what to do and I'll take care of it.'

"We haven't got much time. If there's pilot fish, then…" he paused and pulled an apple out of the pocket. "Why's there an apple in my dressing gown?"

"Oh, that's Howard. Sorry." Jackie apologized.

"He keeps apples in his dressing gown?" Lilith questioned.

"He gets hungry."

"What, he gets hungry in his sleep?" the Doctor asked in disbelief.

"Sometimes.

He let out another shout of pain. "Brain collapsing. The pilot fish. The pilot fish mean that something, something…"

"Something's coming." Lilith guessed.

The Doctor nodded and passed out.

* * *

"Oh Rassilon, this is all my fault." Lilith muttered.

The Doctor was back in bed, sweating and shivering this time. Rose was dabbing his head with a washcloth. "How is it your fault?"

"I could've taken his place. It should be me in that bed. Not him."

"How do you deal with it?" Rose asked, putting the washcloth down. "People changing their faces like this."

Lilith shrugged. "I guess you just get used to it. It's part of who we are as Time Lords and Ladies." She bit her lip. "I had to watch my dad regenerate once. He had held in all the energy to say goodbye to… to some friends so the change was really explosive. Nearly blew up our TARDIS.

"One second my dad is standing there with tears in his eyes, next thing I know there's a new man in his place. All younger and floppy haired. The TARDIS is crashing and he's hanging on to the edge of the ship for dear life yelling 'Geronimo!'"

"Sounds like an interesting bloke, your dad." Rose said.

Lilith chuckled. "Oh, you'd love him."

They went into the living room again.

"Any change?" Jackie asked.

"He's worse." Rose sighed. "Just one heart beating."

The people on the TV were talking about the space probe, but none of the four were really listening.

"Here we go, pilot fish." Mickey said. "Scavengers, like the Doctor said. Harmless. They're tiny. But the point is, the little fish swim alongside the big fish."

"Do you mean like sharks?" Rose asked.

"Great big sharks." Mickey confirmed. "So, what the Doctor means is, we had them, now we get that." He showed a graphic of a shark attacking.

"Something is coming." Lilith repeated. "How close?"

"There's no way of telling, but the pilot fish don't swim far from their daddy."

"Funny sort of rocks." Jackie said, now watching the TV.

Rose and Lilith joined her. "That's not rocks."

It was a red-eyed ugly alien with a head like a goat's skull. It growled at the screen. They all jumped back. Lilith swore in Gallifreyan.

"Micks, can you hack into UNIT surveillance?" Lilith asked.

Mickey nodded and started working while Rose flipped through the channels, all reporting on the picture of the alien.

"They're tracking a spaceship." Mickey told them. "It's big, it's fast, and it's coming this way."

"Great." Lilith muttered.

"Coming for what, though?" Rose wondered. "The Doctor?"

"I don't know. Maybe it's coming for all of us." He got a clear image of four of the aliens. "Have you seen them before?"

"No." Rose shook her head.

"Sycorax." Lilith growled. One of the aliens spoke in what Lilith assumed was their native language. "I don't understand what they're saying." She said, frustrated. "The TARDIS translates alien languages I don't know all the time, why isn't she translating now?"

"I don't know. Must be the Doctor." Rose said. "Like he's part of the circuit, and he's, he's broken." She got up and wandered over to the bedroom. Mickey and Lilith followed.

"The old Doctor wouldn't do this, would he?" Mickey said. "The proper Doctor, I mean. He wouldn't sleep through a crisis."

"He is the proper Doctor, Mickey." Rose snapped. "But he's sick. He'd be helping if he could, but he can't."

Lilith pushed past them and lay down next to the Doctor, where she stayed while the humans slept. "I'm sorry, Dad," She whispered. "I'm so sorry."

Lilith moved to the living room at some point during the night and that is where Rose and Mickey found her after finding out about all the people on the roof. Harriet Jones came on the TV.

"Ladies and gentlemen, if I may take a moment during this terrible time. It's hardly the Queen's speech. I'm afraid that's been cancelled. Did we ask about the royal family? Oh. They're on the roof. But, ladies and gentlemen, this crisis is unique, and I'm afraid to say, it might get much worse. I would ask you all to remain calm. But I have one request. Doctor, if you're out there, we need you. I don't know what to do. If you can hear me, Doctor. If anyone knows the Doctor, if anyone can find him, the situation has never been more desperate. Help us. Please, Doctor. Help us. God help us."

Rose burst into tears.

"He's gone." She sobbed. "The Doctor's gone. He's left me, mum. He's left me, mum."

"It's all right. I'm sorry." Jackie soothed.

Suddenly, all the glass in the block of flats shattered. "That's it." Lilith announced. "I'm going to do something about this."

"What are you going to do?" Mickey asked.

"Code Nine."

"Code Nine is the Doctor, Lilith." Rose said.

Lilith shook her head. "The first time the Slitheen attacked, the people at 10 Downing Street expected the Doctor and the Collector. And by the Collector, they meant me. I'm not sure what I did to get involved in Code Nine, but I am. I can help." She pressed a few buttons on her vortex manipulator and disappeared.

She reappeared in UNIT HQ. "Ah, hell." She said stumbling. "That wasn't a fun one." Immediately, a dozen guns were trained on her. "Whoa, chill guys. And I thought Americans were trigger happy."

"Stand down." Harriet Jones ordered walking into the room. "Hello, Lilith."

"Harriet Jones." Lilith beamed. "You called for a doctor, you get the next best thing."

"But where is he?" Harriet asked.

"Indisposed, I'm afraid." Lilith frowned. "Healing comas will do that to you."

"They're transmitting." Llewellyn announced. "Onscreen."

The Sycorax leader spoke, and a young man translated. "Will the leader of this world stand forward?"

Lilith shared a look with Harriet and stepped forward. "I will represent this planet."

It spoke again and the man translated, "Come aboard."

Lilith crossed her arms. "And how are we supposed to do that?

The group of people around her was enveloped in light.

"Wh-what's happening?" Llewellyn stammered.

"I would imagine it's called a teleport." Harriet said. Suddenly, they were standing in the Sycorax's ship.

The leader walked up to them and started to remove it's bone helmet.

"It's a helmet." Llewellyn gasped. "They might be like us." The face underneath was flatter, but still bony. "Or not."

The leader spoke.

"You will surrender, or I will release the final curse and your people will jump." The young man translated.

"If I can speak." Said Llewellyn.

"Mister Llewellyn, you're a civilian." A military man protested.

"No, I sent out the probe. I started it. I made contact with these people. This whole thing's my responsibility. With respect sir, the human race is taking its first step towards the stars, but we are like children compared to you. Children who need help, children who need compassion. I beg of you now, show that compassion."

The Sycorax raised a glowing force-whip, cracked it around Llewellyn's neck and disintegrated his flesh.

"That man was your prisoner!" the military amn exclaimed, outraged. "Even your species must have articles of war, forbidding—"

And he got the same treatment. Lilith looked down at the two skeletons in heaps on the floor.

Lilith tried to step forward, enraged by the death, but Harriet put a hand out to stop her. The Prime Minister stepped forward. "Harriet Jones, Prime Minister."

The man translated the Sycorax's words. "Yes, we know who you are. Surrender or they will die."

"If I do surrender, how would that be better?"

"Half is sold into slavery or one-third dies. Your choice." Something started beeping, and it seemed to irritate the Sycorax. "The noise. The bleeping. They say it's machinery. Foreign machinery. They're accusing us of hiding it. Conspiring. Bring it on board."

Lilith sucked in a breath as a large blue box was beamed onto the ship. The Sycorax had found the TARDIS.


	3. An Invasion for Christmas Part 2

The Sycorax had found the TARDIS.

Please, Lilith prayed to whatever god was listening, let Rose and Dad be safe in the Powell Estate.

No one was listening, however, because Rose exited the TARDIS and was grabbed by a Sycorax at that moment. She screamed. "Get off me!" Mickey ran out. "The door! Close the door!" He got there just before a Sycorax.

"Rose. Rose!" Rose stumbled into Harriet's arms. "I've got you. My Lord. Oh, my precious thing. The Doctor, is he with you?"

"No. Not right now." Rose said quietly.

The Sycorax spoke again and the young man translated. "The yellow girl. She has the clever blue box. Therefore, she speaks for your planet."

"But she can't." Harriet protested.

"Yeah, I can." Rose's voice was still quiet.

"Don't you dare." Mickey said.

"Someone's got to be the Doctor."

Lilith looked at Rose sharply. 'That's why you have me. I know you can hear me, Tyler; I'm projecting right to you. Just say what I tell you to, okay?'

Rose nodded imperceptibly. "I address the Sycorax on behalf of the world below, in accordance with the articles of the Shadow Proclamation. This planet is not defenseless and not yours for the taking. This is a day of peace on earth and I demand you leave in a peaceful manner!"

The Sycorax all burst into laughter.

"You are very, very funny. And now you're going to die." The man translated.

"Leave her alone!" Harriet yelled.

"Don't touch her!" Mickey shouted.

"Back off!" Lilith growled, standing at Rose's side.

Harriet and Mickey were held back as the leader walked up to Rose and Lilith. It spoke and the man translated. "Did you think you were clever with your stolen words? We are the Sycorax; we stride the darkness. Next to us you are but a wailing child. If you are the best your planet can offer as a champion—"

"Then your world will be gutted." The Sycorax said.

"Then your world will be gutted."

"And your people enslaved."

"Hold on, that's English."

"He's talking English." Harriet said.

"You're talking English." Lilith smiled.

"I would never dirty my tongue with your primitive bile." The Sycorax spat.

Rose started to smile too. "That's English. Can you hear English?"

Mickey nodded. "Yeah, that's English."

"I speak only Sycoraxic!" cried the Sycorax.

"Oh, I'm sure you do." Lilith said gleefully. "Why wouldn't you? But, the thing is, we can hear English, that means the TARDIS translation circuit is working. And that means…" Everyone turned to look at the TARDIS. The Doctor opened the doors.

"Did you miss me?" he said with a cheeky grin.

The Sycorax cracked the whip. The Doctor caught the end and pulled it out of his hand. "You could have someone's eye out with that."

"How dare—!" The Sycorax went to hit him with the staff which the Doctor promptly takes and breaks over his knee.

"You just can't get the staff. Now, you, just wait. I'm busy." He walked over to where the others stood. "Mickey, hello! And Harriet Jones MP for Flydale North. Blimey, it's like 'This Is Your Life'. Tea! That's all I needed, a good cup of tea! Superheated infusion of free radicals and tannin. Just the thing for healing the synapses." His voice went serious as he looked at Rose. "Now, first thing's first. Be honest, how do I look?"

"Different." Rose decided.

"Good different or bad different?"

"Just different."

"Am I… ginger?"

Lilith giggled. Of course he'd ask that.

Rose shook her head. "No, you're just sort of brown."

"I wanted to be ginger." the Doctor whined. "I've never been ginger. And you, Mickey Smith, fat lot of good you were. You gave up on me. Oh, that's rude. That's the sort of man I am now, am I? Rude. Rude and not ginger." He paused to think for a moment. "But Rose! No, Rose never gave up, did you Rose?"

"Never ever."

"I'm sorry." Harriet cut in. "Who is this?"

"I'm the Doctor." the Doctor said.

"He's the Doctor." Rose and Lilith confirmed.

"But what happened to my Doctor?" she asked. "Or is it a title that's just passed on?"

"I'm him. I'm literally him." He said. "Same man; new face. Well, new everything."

"But you can't be." Harriet said, frowning.

"Harriet Jones, we were trapped in Downing Street and the one thing that scared you wasn't the aliens, it wasn't the war, it was the thought of your mother being on her own.

"Oh, my God." She breathed.

"Did you win the election?" the Doctor asked with a smile.

"Landslide majority."

"If I might interrupt." The Sycorax leader growled.

"Yes, sorry. Hello, big fellow." the Doctor turned back to face the Sycorax.

"Who exactly are you?" demanded the Sycorax.

The Doctor shrugged. "Well, that's the question."

"I demand to know who you are!"

"I don't know!" the Doctor growled in an imitation of the Sycorax. "See, there's the thing. I'm the Doctor, but beyond that, I just don't know. I literally do not know who I am. It's all untested. Am I funny? Am I sarcastic? Sexy? Right old misery? Life and soul? Right handed? Left handed? A gambler? A fighter? A coward? A traitor? A liar? A nervous wreck? I mean, judging by the evidence, I've certainly got a gob." He paused. "And how am I going to react when I see this, a great big threatening button. A great big threatening button which must not be pressed under any circumstances, am I right? Let me guess. It's some sort of control matrix, hmm? Hold on, what's feeding it?"

The Doctor opened the base of the pillar under the button. "And what've we got here? Blood?" He stuck is finger in the red liquid and licked it. Rose looked horrified but Lilith just laughed at her father's oral fixation. "Yeah, definitely blood. Human blood. A Positive, with just a dash of iron. Ah." He wiped away the blood on the robe he was still wearing. "But that means blood control. Blood control! Oh, I haven't seen blood control for years. You're controlling all the A Positives. Which leaves us with a great big stinking problem. Because I really don't know who I am. I don't know when to stop. So if I see a great big threatening button, which should never, ever, ever be pressed, then I just want to do this.

He slammed the button.

"No!" All the humans yelled.

"You killed them!" Alex cried.

"What do you think, big fellow?" the Doctor asked. "Are they dead?"

"We allow them to live." The leader of the Sycorax growled.

"'Allow'?" the Doctor laughed. "You've no choice. I mean, that's all blood control is, a cheap bit of voodoo. Scares the pants off you, but that's as far as it goes. It's like hypnosis. You can hypnotize someone to walk like a chicken or sing like Elvis. You can't hypnotize them to death. Survival instinct's too strong."

"Blood control was just one form of conquest. I can summon the armada and take this world by force."

"Well, yeah, you could, yeah, you could do that, of course you could. But why? Look at these people, these human beings, consider their potential. From the day they arrive on the planet and blinking step into the sun, there is more to see than can ever be seen. More to do than— no, hold on. Sorry, that's The Lion King." Lilith face palmed. "But the point still stands. Leave them alone!"

"Or what?" the leader demanded.

"Or…" The Doctor took a sword from a nearby Sycorax and ran back towards the TARDIS. "I challenge you." The Sycorax all laughed. "Oh, that struck a chord. Am I right that the sanctified rules of combat still apply?"

"You stand as this world's champion?" The leader asked, drawing his own sword.

"Thank you." the Doctor said. "I've no idea who I am, but you just summed me up." He threw the dressing gown to Rose. "So, you accept my challenge? Or are you just a cranak pel casacree salvak?"

"Oh damn." Lilith muttered.

The insult seemed to make up the leader's mind. "For the planet?"

"For the planet." They clash swords.

"Look out!" Rose shouted.

"Oh, yeah, that helps. Wouldn't have thought of that otherwise, thanks." the Doctor shouted back.

The leader was the more experienced swordsman. The Doctor retreated up a tunnel. "Bit of fresh air?" he pressed a button and darts out into the daylight. The humans, Lilith and a few Sycorax all follow.

The Doctor was driven back to the edge, and hit on the nose. Rose made to run forward but the Doctor shook his head. "Stay back! Invalidate the challenge and he wins the planet."

The leader knocked the Doctor down then slashes. The sword and a hand fall to Earth. "You cut my hand off." the Doctor said, disbelievingly.

"Ya! Sycorax!"

"And now I know what sort of man I am." the Doctor stood up. "I'm lucky. Because quite by chance I'm still within the first fifteen hours of my regeneration cycle, which means I've got just enough residual cellular energy to do this." He grew a new hand.

"Witchcraft." The Sycorax accused.

"Time Lord." the Doctor corrected.

"Doctor!" Rose shouted and threw him another sword.

The Doctor caught it. "That's my girl" he beamed. "Want to know the best bit? This new hand? It's a fighting hand!" he finished in a southern accent.

They fought again. The Doctor disarms the Sycorax and thumps both hilts into its abdomen, twice. It fell, right on the edge, overlooking London. "I win."

"Then kill me." The Sycorax hissed.

"I'll spare your life if you'll take this Champion's command. Leave this planet, and never return. What do you say?"

"Yes."

"Swear on the blood of your species." the Doctor growled.

"I swear."

"There we are, then." He said lightly. "Thanks for that. Cheers, big fellow."

"Bravo!" Harriet cried.

"Molto bene." Lilith laughed.

"That says it all." Rose grinned and helped him get the robe back on.

"Ah, not bad for a man in his jim-jams. Very Arthur Dent. Now, there was a nice man. Hold on, what have I got in here?" he pulled an orange fruit out of the pocket. "A Satsuma. Ah, that friend of your mothers. He does like his snacks doesn't he? But doesn't that just sum up Christmas? You go through all those presents and right at the end, tucked away at the bottom, there's always one stupid old Satsuma. Who wants a Satsuma?"

The Sycorax leader got up, grabbed his sword and ran at the Doctor's back. The Doctor threw the Satsuma at a control on the spaceship hull, a piece of the wing opened up and the leader fell to his death, screaming.

"No second chances." the Doctor said darkly. "I'm that sort of a man."

Back in the spaceship, the Doctor addressed all of the Sycorax. By the ancient rites of combat, I forbid you to scavenge here for the rest of time. And when go you back to the stars and tell others of this planet, when you tell them of its riches, its people, its potential. When you talk of the Earth, then make sure that you tell them this. It. Is Defended."

The TARDIS, Harriet, Alex, Rose, Lilith, Mickey and the Doctor were beamed away.

"Where are we?" Rose asked.

Mickey looked around. "We're just off Bloxom Road. We're just round the corner; we did it!"

"Wait a minute, wait a minute." The Doctor said.

The spaceship flew away.

"Go on, my son! Oh, yeah!"

"Yeah! Don't come back!" Rose yelled.

"It is defended!" Lilith shouted. The three of them laugh and hug.

"My Doctor." Harriet said.

"Prime Minister." the Doctor grinned back. They hugged.

"Absolutely the same man. Are there many more out there?"

"Oh, not just Sycorax. Hundreds of species. Thousands of them. And the human race is drawing attention to itself. Every day you're sending out probes and messages and signals. This planet's so noisy. You're getting noticed more and more. You'd better get used to it."

"Rose!" Jackie came running over.

"Mum!"

The Doctor rolled his eyes. "Oh, talking of trouble."

Lilith elbowed him. "Oh, shut it, Doctor."

"Oh, my God! You did it, Rose! Oh!"

Rose hugged Jackie. "You did it too! It was the tea. Fixed his head."

"That was all I needed," the Doctor shrugged. "A cup of tea."

"I said so." Jackie said, and then her eyes widened. "Oh, my God, it's the bleeding Prime Minister!"

"Come here, you." the Doctor said.

And the group hug commenced, smashing Rose and the Doctor in the middle, nose to nose.

Suddenly, five green beams streak up into the sky, meet and fire out into space. The Sycorax asteroid ship exploded.

"What is that?" Rose gasped. "What's happening?"

Lilith gaped at Harriet and the Doctor glared at her. "That was murder."

"That was defense." She replied. "It's adapted from alien technology. A ship that fell to Earth ten years ago."

"But they were leaving."

"You said yourself, Doctor, they'd go back to the stars and tell others about the Earth. I'm sorry, Doctor, but you're not here all the time. You come and go. It happened today. Mister Llewellyn and the Major, they were murdered. They died right in front of me while you were sleeping. In which case we have to defend ourselves."

"Britain's Golden Age." He spat with disdain.

"It comes with a price." Harriet said calmly.

"I gave them the wrong warning. I should've told them to run as fast as they can, run and hide because the monsters are coming. The human race."

"Those are the people I represent. I did it on their behalf."

"Then I should have stopped you." the Doctor growled.

"What does that make you, Doctor?" Harriet challenged. "Another alien threat?"

Lilith's hand drifted toward her pocket where her blaster was sitting. She didn't like Harriet's tone or implication. "Watch it, Jones." She hissed.

"Don't challenge me, Harriet Jones," the Doctor said. "Because I'm a completely new man. I could bring down your Government with a single word."

"You're the most remarkable man I've ever met, but I don't think you're quite capable of that."

"No, you're right. Not a single word, just six."

"I don't think so."

"Six words."

"Stop it!"

"Six."

The Doctor went over to Alex and whispered in his ear the words that had been plaguing Lilith all day. "Don't you think she looks tired?"

He turned on his heel, went back to the others, and the group left, leaving Harriet calling out the Doctor's name behind them.

* * *

Back in the Tyler apartment, Lilith, Rose, Mickey, and Jackie were laughing and eating when the Doctor came in. Lilith nearly choked on her food at the sight of the man wearing the brown pinstriped suit, white converse and— "Janis Joplin's coat!" she cried in laughter.

The five of them had a nice Christmas dinner while all wearing paper crowns. The Doctor's was red; Rose's was pink. Lilith engaged Mickey in a conversation about cars to distract him, and herself, from the fact that Jackie had caught the Doctor and Rose under the mistletoe.

The phone rang; Jackie picked it up. "It's Bev. She says go and look outside."

"Why?" Rose asked.

"I don't know, just go outside and look. Come on, shift!" They all went outside where it was snowing. Lots of people were laughing and throwing snowballs around. The Doctor, on the other hand, just looked grim.

"It's not snow, is it?" Lilith guessed.

"It's the spaceship breaking up in the atmosphere. This isn't snow— it's ash."

"Okay," Rose said. "Not so beautiful."

"This is a brand new planet Earth." the Doctor said. "No denying the existence of aliens now. Everyone saw it. Everything's new."

"And what about you two? What are you going to do next?"

"Well," he drew out the word. "Back to the TARDIS. Same old life."

"On your own?" she asked.

"Why, don't you want to come?"

"Well, yeah."

"Do you, though?"

"Yeah!"

"I just thought, because I changed."

"Yeah, I thought, because you changed" Rose hesitated. "You might not want me anymore."

"Oh, I'd love you to come." the Doctor assured her

"Okay."

Lilith groaned. "You two are sickening. I'm going to get cavities just from living in the same timeship." She complained loudly.

"Well, I reckon you're mad, the three of you." Jackie said. It's like you go looking for trouble."

"Trouble's just the bits in-between." the Doctor said. "It's all waiting out there, Jackie, and it's brand new to me. All those planets, and creatures and horizons. I haven't seem them yet! Not with these eyes. And it is going to be fantastic." He linked arms with Lilith and offered Rose his hand.

"That hand of yours still gives me the creeps." She took hold of it anyway. "So, where're we going to go first?"

"How about, that way? No, hold on. That way." Lilith pointed up.

"That way?"

"Yeah," Rose beamed. "That way."


	4. Thoughts of a Time Lady

After the week of staying put in London, Lilith was glad to be back in the Time Vortex.

Jackie had insisted that they stay for New Years, a request that Lilith didn't argue with at first. She was still worried about side effects from the Doctor's violent regeneration and refused to let him pilot the TARDIS until she knew for sure that he wasn't going to crash the poor timeship again.

It was a choice that the Time Lady quickly regretted. Lilith didn't like being stationary again, not after the months that her father had left her on earth prior to their travels with Rose.

There she went again, thinking about the ninth Doctor. It was a shame, really, that she got so little time with that version of her father. Even more so that Rose only got a year with him. But Rose seemed to be adjusting to the new face quite well, if the New Years Kiss had anything to say about it.

Lilith, on the other hand, wasn't handling the change quite as well. It was easier to call the Doctor 'Uncle' when he was northern with the large ears. But Lilith was born knowing the Doctor with the gravity defying hair and converse shoes as 'Dad', not 'Uncle'.

But she couldn't call him that. No, not yet anyway. So she was stuck traveling with a man wearing the face of her father and calling him 'Doctor'.

Well, isn't that just fantastic?


	5. Apple Grass and Cat Nuns Part 1

"So, Doctor," Lilith said, grinning from ear to ear as she stood at the console. "Where are you taking Rose for the first date in with your new face? No, better question," she pinned him to the spot with a teasing look. "Are you gonna kiss her again?"

The Doctor made a face at her. "Keep your mouth shut and set the coordinates for New Earth."

Lilith stuck her tongue out at him, but did as she was told as Rose bounded into the console room. "So where're we going?" she asked.

The Doctor leaned in. "Farther then we've ever gone before."

The two Gallifreyans danced around the console as the TARDIS flew through the vortex to their destination. Rose was the first one out of the ship.

The TARDIS had materialized across the river from a massive city. Flying cars zoomed overhead. "It's the year five billion and twenty three. We're in the galaxy M87, and this? This is New Earth."

"That's just…" Rose looked around at the flying cars. "That's just…" she laughed.

"Not bad." Lilith mused with a smile. "Not bad at all."

"That's amazing." Rose marveled. "I'll never get used to this. Never. Different ground beneath my feet, different sky. What's that smell?"

The Doctor bent over and picked some of the grass, sniffing it. "Apple grass."

"Apple grass." Rose chuckled. "It's beautiful. Oh, I love this. Can I just say, travelling with you two, I love it."

"Ditto, Tyler." Lilith bumped shoulders with the human girl.

"Me too." the Doctor said. "Come on." He grabbed their hands and ran down the hill. At the bottom, the Doctor laid out his coat like a blanket for he and Rose to sit on, Lilith just laid down on the apple grass.

"The city is gorgeous." She gushed.

"So, the year five billion, the sun expands, the Earth gets roasted."

"That was our first date." Rose remembered.

"We had chips." the Doctor smiled. Lilith pretended to gag. "So anyway, planet gone, all rocks and dust, but the human race lives on, spread out across the stars. Soon as the Earth burns up, oh yeah, they get all nostalgic, big revival movement, but then find this place. Same size as the Earth, same air, same orbit. Lovely. Call goes out, the humans move in."

"What's the city called?" Rose asked.

"New New York."

"Oh, come on." She scoffed, dismissively.

"It is. It's the city of New New York. Strictly speaking, it's the fifteenth New York since the original, so that makes it New New New New New New New New New New New New New New York." the Doctor stopped when he noticed Rose was staring at him. "What?"

"You're so different." She said.

"New New Doctor." He joked.

"So!" Lilith jumped up. "How's about we go and visit New New York, so good they named it twice?"

"Well, I thought we might go there first." the Doctor pointed to an elegant pair of curved skyscrapers standing apart from the city on their side of the river.

"Why, what is it?" Rose questioned.

"Some sort of hospital. Green moon on the side. That's the universal symbol for hospitals. I got this. A message on the psychic paper." The paper read: Ward 26 Please Come. "Someone wants to see me."

"Hmm. And I thought we were just sight-seeing." Rose said. "Come on, then. Let's go and buy some grapes."

Lilith's mind wandered as the trio walked into the hospital. She tried to remember what advisory her parents had run into on their first trip to New Earth, but her attempts were futile. The details locked away until the events come to pass.

"Bit rich coming from you." Rose was saying.

"I can't help it." the Doctor shrugged. "I don't like hospitals. They give me the creeps. No shop." He noted. "I like the little shop."

"I thought this far in the future, they'd have cured everything." Rose said.

"The human race evolves," Lilith said. "But so do the viruses. It's an ongoing war and all."

One of the nurses walked past, nodding politely. Rose did a double take, noticing the faces of the nursing staff in their nun-like wimples. "They're cats."

"Now, don't stare." the Doctor chided. "Think what you look like to them, all pink and yellow. That's where I'd put the shop. Right there."

The Doctor walked into one of the elevators, followed by Lilith. "Ward 26, thanks!"

"Hold on! Hold on!" Rose called, running over. But the doors closed.

"Oh, too late. We're going up." the Doctor said through the doors.

"It's all right, there's another lift."

"Ward 26." the Doctor reminded her. "And watch out for the disinfectant."

Lilith frowned. "The disinfectant?"

"The what?" Rose yelled.

"The Di— oh, she'll find out."

"Doctor, what do you mean 'watch out for the disinfectant'?"

"Commence stage one disinfection." Said a computerized voice. There was a beeping and green lights, then the two were drenched in some sort of shower.

Lilith spat out some that had gotten in her mouth. "Disinfectant."

The next stage was apparently blow dry and when the doors dinged open, Lilith was completely dry. The Doctor strolled out of the elevator like nothing had happened.

They were escorted by a veiled nurse into a larger room. "Nice place." the Doctor complimented. "No shop, downstairs. I'd have a shop. Not a big one. Just a shop, so people can shop."

The nurse removed her veil. "The hospital is a place of healing."

"A shop does some people the world of good. Not me. Other people."

"The Sisters of Plentitude take a lifelong vow to help, and to mend." Said the cat nurse.

They passed an open cubicle. "Excuse me!" a woman snapped. "Members of the public may only gaze upon the Duke of Manhattan with written permission from the Senate of New New York."

"That's Petrifold Regression, right?" Lilith asked.

"I'm dying, Miss. A lifetime of charity and abstinence, and it ends like this." The Duke of Manhattan groaned.

"Any statements made by the Duke of Manhattan may not be made public without official clearance." The woman said.

"Frau Clovis! I'm so weak."

"Sister. A little privacy, please."

The cat nurse, Sister Jatt, motioned that they move on. "He'll be up and about in no time."

"I doubt it." The Doctor said. "Petrifold Regression? He's turning to stone. There won't be a cure for oh, a thousand years? He might be up and about, but only as a statue."

"Have faith in the Sisterhood. But is there no one here you recognize?" Jatt asked. "It's rather unusual to visit without knowing the patient."

"Ah, I think I've found him." Lilith said, nodded to a large face in a container by the picture window with a view of the city.

"Novice Hame, if I can leave this gentleman in your care?"

The cat nurse attending to the Face of Boe nodded.

"Oh, I think my friend got lost. Rose Tyler. Could you ask at reception?" the Doctor added.

"Certainly, sir." Sister Jatt walked away.

"I'm afraid the Face of Boe is asleep. That's all he tends to do these days." Novice Hame said. "Are you a friend, or…?"

"We met just the once on Platform One."

"I'm a friend." Lilith said, gazing at the face worriedly.

The Doctor frowned. "You actually know the Face of Boe?"

"I had my fair share of travels before joining you, you know." Lilith snipped, then turned to Novice Hame. "What's wrong with him?"

"I'm so sorry. I thought you knew. The Face of Boe is dying."

Wait, what? "Of what?"

"Old age. The one thing we can't cure." Hame said sadly. "He's thousands of years old. Some people say millions, although that's impossible."

"Oh, I don't know." the Doctor scratched the back of his neck. "I like impossible." He knelt in front of the face. "I'm here. I look a bit different, but it's me, it's the Doctor."

'Wake up.' Lilith begged. 'Please, Uncle Jack, wake up.'

But the Face of Boe stayed asleep.

Lilith sat there next to the Face, telepathically relaying all of the adventures she had been on with Rose and the Doctor since Platform One. She only half listened to the Doctor's conversation with Novice Hame.

He had brought Hame a cup of water. "That's very kind." She said. "There's no need."

"You're the one working." He shrugged.

"There's not much to do," Hame admitted. "Just maintain his smoke. And I suppose I'm company. I can hear him singing, sometimes, in my mind. Such ancient songs."

"Am I the only visitor?" the Doctor asked.

"The rest of Boe-kind became extinct long ago. He's the only one left. Legend says that the Face of Boe has watched the universe grow old. There's all sorts of superstitions around him. One story says that just before his death, the Face of Boe will impart his great secret, that he will speak those words only to one like himself."

"What does that mean?"

"It's just a story." Hame dismissed.

"Tell me the rest." the Doctor insisted gently.

"It's said he'll talk to a wanderer. To the man without a home, the lonely god."

Lilith groaned. Well, if that's not going to go to his head. But the Doctor seemed lost in thought. Lilith got up and handed him her cell phone. "Call Tyler." She instructed the phone. It began to ring.

"Rose, where are you? Where have you been? How long does it take to get to Ward 26?"

'Rude, Doctor.' Lilith chided mentally.

"You'll never guess. We're with the Face of Boe. Remember him?"

There was a commotion over by where the Duke of Manhattan was staying. The Doctor frowned. "I'd better go. See you in a minute."

"What's going on over there?" Lilith wondered.

"I don't know." The Doctor said. They walked over to find the Duke completely flesh and drinking champagne.

"Didn't think I was going to make it." He was laughing. "It's that young lady again! She's my good luck charm. Come in. Don't be shy."

"Any friendship expressed by the Duke of Manhattan does not constitute a form of legal contract." The woman, Clovis, said.

"Winch me up. Up! Look at me. No sign of infection."

"Champagne, sir?" A waiter offered the Doctor.

"No, thanks." He said, and then turned to the Duke. "You had Petrifold Regression, right?"

"That being the operative word. Past tense. Completely cured."

The Doctor shook his head. "But that's impossible."

"Primitive species would accuse us of magic," a cat nurse said, approaching them. "But it's merely the tender application of science."

"How on Earth did you cure him?" the Doctor questioned.

"How on New Earth, you might say." The cat nurse corrected kindly.

"What's in that solution?" Lilith asked, nodding to the baggie of liquid.

"A simple remedy." The nurse replied vaguely.

"Then tell me what it is." the Doctor said.

"I'm sorry. Patient confidentiality. I don't believe we've met. My name is Matron Casp."

"I'm the Doctor and this is Lilith."

"I think you'll find that we're the doctors here." Casp said, a little sharply.

Sister Jatt came over. "Matron Casp, you're needed in Intensive Care."

"If you would excuse me."

"I don't like this." Lilith said once the two cats were gone. The Doctor didn't say anything. He just took out his glasses and went around studying all the patients. Lilith followed him in silence.

That was when Rose came in.

"There you are." the Doctor said. "Come and look at this patient. Marconi's Disease. Should take years to recover. Two days. I've never seen anything like it. They've invented a cell washing cascade. It's amazing. Their medical science is way advanced. And this one," he moved to a man as white as his bed gown. "Pallidome Pancrosis. Kills you in ten minutes, and he's fine. I need to find a terminal. I've got to see how they do this. Because if they've got the best medicine in the world, then why is it such a secret?"

"I can't Adam and Eve it." Rose said. She sounded strange.

The Doctor frowned. "What's… what's with the voice?"

"Oh, I don't know. Just larking about. New Earth, new me."

"Well, I can talk. New New Doctor." He chuckled.

"Mm, aren't you just." Rose grabbed the Doctor and kissed him, long and hard. "T-t-terminal's this way." She breathed once she stepped back, and walked away.

The Doctor stood frozen for a moment. 'Something's wrong.'

Lilith rolled her eyes and followed Rose. 'I'm not disagreeing, but Rose finally decides to passionately kiss you and that means something is wrong?'

'That's not how Rose kisses.' the Doctor thought back.

'You would know, wouldn't you?'

'Shut it, you.'

"Nope, nothing odd." the Doctor concluded, looking over the terminal. "Surgery, post-op, nano-dentistry. No sign of a shop. They should have a shop."

"No, it's missing something else." Rose insisted. "When I was downstairs, those nurse/cat/nuns were talking about Intensive Care. Where is it?"

"You're right. Well done."

"Why would they hide a whole department? It's got to be there somewhere. Search the sub-frame." Rose almost ordered.

"What if the sub-frame's locked?" the Doctor asked.

"Try the installation protocol." Rose said impatiently.

"Yeah. Of course. Sorry. Hold on."

Lilith sighed, exasperated. 'Please tell me you're being intentionally dim.'

'Rose wouldn't know this stuff.' The Doctor used the sonic screwdriver on the interface, and the whole wall slid down to reveal a corridor.

"I.C." Lilith said. "It certainly looks intensive." She followed Rose and the Doctor as they went deeper into the department. When they came to a staircase, she stayed behind, watching Rose and the Doctor continue on from a distance.

'What are you doing?' the Doctor asked.

'What does it look like I'm doing? Making sure one of us is out of the way is Rose turns on us.'

The whole place was lined with the cells, thousands of them. The Doctor opened one at random. He sent Lilith a mental image of what he saw. It contained a very sick looking man.

"That's disgusting." Rose said. "What's wrong with him?"

"I'm sorry." the Doctor whispered to the man. "I'm so sorry." He closed the door and moved on to the next. Inside was a young woman.

"What disease is that?" Rose asked, clearly disgusted.

"All of them." the Doctor told her. "Every single disease in the galaxy. They've been infected with everything."

"What about us? Are we safe?" She started to sound a little panicked.

"The air's sterile." He assured her. "Just don't touch them." He closed the door.

Someone touched Lilith's shoulder and she jumped. It was Novice Hame. "What are you doing up here?" the cat nurse asked.

"Keeping my distance." Lilith whispered back. "Go on, don't mind me."

"How many patients are there?" Rose wondered.

"They're not patients."

"But they're sick."

"They were born sick. They're meant to be sick. They exist to be sick. Lab rats. No wonder the Sisters have got a cure for everything. They've built the ultimate research laboratory. A human farm."

Lilith could hear the disdain and anger in his voice.

"Why don't they just die?"

"Plague carriers. The last to go."

"It's for the greater cause." Novice Hame said.

"Novice Hame." the Doctor hissed. "When you took your vows, did you agree to this?"

"The Sisterhood has sworn to help."

"What, by killing?"

"But they're not real people. They're specially grown. They have no proper existence."

"What's the turnover, hmm?" he spat. "Thousand a day? Thousand the next? Thousand the next? How many thousands? For how many years? How many!"

"Mankind needed us." Novice Hame insisted. "They came to this planet with so many illnesses. We couldn't cope. We did try. We tried everything. We tried using clone-meat and bio-cattle, but the results were too slow, so the Sisterhood grew its own flesh. That's all they are. Flesh."

"These people are alive." the Doctor growled.

"But think of those Humans out there, healthy and happy, because of us. "

"If they live because of this, then life is worthless."

The cat continued to look at the duo calmly. "But who are you to decide that?"

"I'm the Doctor. And if you don't like it, if you want to take it to a higher authority, then there isn't one." He got in her face. "It stops with me."

"Just to confirm." Rose cut in. "None of the humans in the city actually know about this?"

"We thought it best not."

"Hold on." the Doctor said. "I can understand the bodies. I can understand your vows. One thing I can't understand. What have you done to Rose?"

'Ah, to the point now.'

Novice Hame frowned. "I don't know what you mean."

"And I'm being very, very calm. You want to be aware of that. Very, very calm. And the only reason I'm being so very, very calm is that the brain is a delicate thing. Whatever you've done to Rose's head, I want it reversed."

"We haven't done anything." Hame said.

"I'm perfectly fine." Rose said.

"These people are dying, and Rose would care."

Rose's demeanor immediately changed. "Oh, all right, clever clogs. Smarty pants. Lady-killer."

"What's happened to you?" the Doctor asked.

"I knew something was going on in this hospital, but I needed this body and your mind to find it out." 'Rose' said.

"Who are you?"

Lilith watched as not-Rose leaned in and whispered something in the Doctor's ear. The memory unlocked just as the Doctor realized who they were dealing with.

"Cassandra?"

"Wake up and smell the perfume." She snapped. She pulled a vial out of her shirt and squirted it at the Doctor. He collapsed.

Lilith swore in Gallifreyan.


	6. Apple Grass and Cat Nuns Part 2

Cassandra pulled a vial out of her shirt and squirted it at the Doctor. He collapsed.

Lilith swore in Gallifreyan.

By the time Lilith reached where Cassandra— Rose— was, Novice Hame was gone and Rose— Cassandra— had gotten the Doctor in one of the pods.

"Let me out! Let me out!" he yelled.

"Aren't you lucky there was a spare?" Cassandra, definitely Cassandra, taunted. "Standing room only."

"You've stolen Rose's body." He growled.

"Over the years, I've thought of a thousand ways to kill you, Doctor. And now, that's exactly what I've got. One thousand diseases. They pump the patients with a top-up every ten minutes. You've got about three minutes left. Enjoy."

"Let him go, Cassandra. Him and Rose." Lilith said, voice dangerously low.

"I'll let her go. As soon as I've found someone younger, and less common, then I'll junk her with the waste." Cassandra sneered.

Lilith marched up to Rose's body and got in her face. "You listen here, Cassandra. You can't do your little possessive trick on me; my mind is protected. So I'm warning you, let the Doctor out and find a way to get out of Rose's body."

At that moment, Sister Jatt and Matron Casp arrived. "Anything we can do to help?"

Cassandra crossed her arms. "Straight to the point, Whiskers. I want money."

"The Sisterhood is a charity." Matron Casp said. "We don't give money. We only accept."

"The humans across the water pay you a fortune, and that's exactly what I need. A one-off payment, that's all I want. Oh, and perhaps a yacht. In return for which, I shall tell the city nothing of your institutional murder. Is that a deal?"

"I'm afraid not."

"I'd really advise you to think about this." Cassandra said.

"Oh, there's no need. I have to decline." Casp replied.

"I'll tell them, and you've no way of stopping me. You're not exactly Nuns with Guns. You're not even armed."

"Who needs arms when we have claws?" The Matron unsheathed her claws.

"Don't hurt that body!" Lilith cried.

Cassandra shrugged. "Well, nice try. Chip? Plan B."

Lilith spun around to see a pale man pull a lever, and all the doors on that level opened. The Doctor stumbled out along with a lot of dazed, diseased people.

"What've you done?" he gasped.

"Gave the system a shot of adrenaline, just to wake them up. See you!" Cassandra dashed off.

"Don't touch them! Whatever you do, don't touch!" The Doctor and Lilith ran after Cassandra and Chip as the people advanced on the cats.

"Oh, my God." Cassandra breathed as all of the pods opened.

"What the hell have you done?" Lilith asked wide-eyed

"It wasn't me."

"One touch and you get every disease in the world, and I want that body safe, Cassandra." the Doctor warned. "We've got to go down."

"But there's thousands of them!" Cassandra protested.

"Run! Down! Down! Go down!" the Doctor shouted. Cassandra ran to call an elevator. "No, the lifts have closed down. That's the quarantine. Nothing's moving."

"This way!" Cassandra yelled and ran. The Doctor and Lilith followed.

Chip got cut off from them as more people approached.

"Someone will touch him." Lilith worried.

"Leave him!" Cassandra insisted. "He's just a clone thing. He's only got a half life. Come on!"

"Mistress!" Chip called out.

"I'm sorry, I can't let her escape." The Doctor apologized and darted after Lilith and Cassandra.

They ran to the back door but there are people there, too. "We're trapped! What am I going to do?" Cassandra cried.

"Well, for starters, you're going to leave that body." the Doctor said. "That psychograft is banned on every civilized planet. You're compressing Rose to death."

"But I've got nowhere to go. My original skin's dead." Cassandra complained.

"Not my problem. You can float as atoms in the air. Now, get out." He raised the sonic screwdriver. "Give her back to me."

You asked for it." Cassandra took a deep breath and blew energy out towards the Doctor. They both stumbled. "Blimey, my head. Where'd she go?"

"Oh, my." the Doctor said strangely. "This is different."

"Oh, that is so wrong."

"Goodness me, I'm a man. Yum. So many parts. And hardly used."

Lilith gagged. "Did not need to know that."

"Oh, oh, two hearts! Oh, baby, I'm beating out a samba!"

"Get out of him." Rose demanded.

"Ooh, he's slim, and a little bit foxy." Cassandra looked up at Rose. "You've thought so too. I've been inside your head. You've been looking. You like it."

Rose blushed furiously and Lilith slapped a hand over her mouth as the diseased people burst in.

"What do we do?" Cassandra panicked. "What would he do? The Doctor, what the hell would he do?"

"Ladder." Lilith said. "We've got to get up."

"Out of the way, girlies!" Cassandra shoved then back and started climbing up the ladder.

"If you get out of the Doctor's body, he can think of something." Rose shouted up the ladder.

"Yap, yap, yap." Cassandra said. "God, it was tedious inside your head. Hormone city."

"We're going to die if—" Matron Casp grabbed Rose's ankle. "Get off!"

"All our good work. All that healing, the good name of the Sisterhood. You have destroyed everything." The cat hissed.

Cassandra rolled the Doctor's eyes. "Go and play with a ball of string."

"Everywhere, disease. This is the human world. Sickness!"

A diseased arm reached up and grasped Casp's ankle. She fell, screaming.

"Move!" Rose shouted.

They reached the door to the next level, but it wouldn't open. "Now what do we do?"

"Use the sonic screwdriver." Lilith told her.

"You mean this thing?" Cassandra pulled out the sonic.

"Yes, I mean that thing." The Time Lady sighed, exasperated.

"Well, I don't know how. That Doctor's hidden away all his thoughts."

"Cassandra, go back into me." Rose said. "The Doctor can open it. Do it!"

"Hold on tight." The energy transfers.

Rose blinked. "Oh, chavtastic again. Open it!"

"Not till you get out of her." the Doctor argued.

"OPEN THE DAMN DOOR, DOCTOR!" Lilith yelled.

The Doctor complied, opening the door, and the three of them scrambled onto the floor, the door closing behind them.

Clovis lunged at them with a metal stand.

"We're safe! We're safe! We're safe! We're clean! We're clean! Look, look."

"Show me your skin." Clovis demanded.

"Look, clean." They showed the woman their hands. "Look, if we'd been touched, we'd be dead. So how's it going up here? What's the status?"

She put the stand down. "There's nothing but silence from the other wards. I think we're the only ones left. And I've been trying to override the quarantine. If I can trip a signal over to New New York, they can send a private executive squad."

Lilith shook her head. "You can't do that. If they forced entry, they'd break quarantine."

"I am not dying in here." Clovis snapped.

"We can't let a single particle of disease get out. There are ten million people in that city. They'd all be at risk."

"Not if it gets me out."

"All right, fine." the Doctor said. "So I have to stop you lot as well. Suits me. Rose, Novice Hame, everyone! Excuse me, your Grace. Get me intravenous solutions for every single disease. Move it!"

Everyone grabbed drip bags while the Doctor collects a long piece of heavy silk rope and started hanging them on his body. "How's that? Will that do?"

"Should work." Lilith confirmed, realizing what his plan was. They went over to the elevators and the Doctor opened them.

"The lifts aren't working." Cassandra said.

"Not moving." the Doctor corrected. "Different thing. Here we go."

"But you're not going to—" She began. He jumped and grabs the lift cable. "What do you think you're doing?"

"I'm going down! Come on!" the Doctor attached a round piece of equipment to the cable.

Lilith kicked her heels together and she hovered an inch above the ground. "Fifty third century fashion." She grinned and floated over to the Doctor. "Come on, Cassandra."

"Not in a million years." She refused.

"Would you rather stay up there with the sick?"

Clovis had sealed the doors and they were trapped with approaching disease. Cassandra closed her eyes and jumped, clinging onto the Doctor. "You're completely mad. I can see why she likes you."

"Going down!" the Doctor shouted. The improvised wheel he had attached to the cable took them down the shaft. After a moment, and a lot of Cassandra screaming, the Doctor put on the brake and they came to a stop on top of the elevator.

Lilith landed gently and Cassandra straightened out Rose's shirt. "Well, that's one way to lose weight."

"Now, listen." the Doctor said. "When I say so, take hold of that lever."

"There's still a quarantine down there, we can't—"

"Hold that lever!" he shouted in Cassandra's face. "I'm cooking up a cocktail. I know a bit about medicine myself." The Doctor poured the contents of the drip bags into the elevator's disinfectant tank. "Now, that lever's going to resist. Both of you keep it in position. Hold onto it with everything you've got."

"What about you?" Cassandra questioned.

"I've got an appointment. The Doctor is in."

Lilith rolled her eyes. "Worst. Line. Yet."

He dropped down into the elevator. "I'm in here! Come on!" the two women heard him shout. "Pull that lever! Come and get me! Come on!"

They pulled the lever and held it in place. The contents of the cocktail were poured on the Doctor and a few of the diseased people. "All they want to do is pass it on. Pass it on!"

"Pass what on?" Cassandra asked.

Lilith just winked at her and jumped down into the elevator. The Doctor helped Cassandra down. "What did they pass on? Did you kill them? All of them?"

"No." the Doctor said. "That's your way of doing things. I'm the Doctor, and I cured them."

Lilith was already sitting with the now awake Face of Boe when the Doctor came running over.

"You were supposed to be dying." the Doctor said, but he was smiling.

'There are better things to do today. Dying can wait.'

"Oh, I hate telepathy." Cassandra mumbled. "Just what I need, a head full of big face."

The Doctor shushed her.

'I have grown tired with the universe, Doctor, but you have taught me to look at it anew.'

"There are legends, you know," the Doctor knelt in front of the Face so they were eye level. "Saying that you're millions of years old."

'There are? That would be impossible.' The Face glanced at Lilith, who snickered.

The Doctor shot her a confused look. "Wouldn't it just. I got the impression there was something you wanted to tell me.

'A great secret.'

"So the legend says."

'It can wait.'

"Oh, does it have to?" the Doctor whined.

'We shall meet again, Doctor, for the third time, for the last time, and the truth shall be told.' Boe said.

'You always have to be mysterious, don't you, Uncle Jack?' Lilith thought.

'Until that day.' The Face of Boe beamed away.

The Doctor stood. "That is enigmatic. That, that is, that is textbook enigmatic. And now for you." He turned to Cassandra.

"But everything's happy. Everything's fine. Can't you just leave me?" Cassandra half-begged.

"You've lived long enough. Leave that body and end it, Cassandra." the Doctor said.

"I don't want to die."

"No one does."

"Help me." She pleaded.

The Doctor shook his head. "I can't."

"Mistress!" Chip came ambling over.

"Oh, you're alive." Cassandra gasped.

"I kept myself safe for you, mistress."

"A body." Cassandra mused. "And not just that, a volunteer."

Lilith frowned. "Poor guy can't catch a break."

"But I worship the mistress." Chip said. "I welcome her."

"You can't, Cassandra, you—"

The energy transfer took place and Rose collapsed into the Doctor's arms. "Oh! You all right? Whoa! Okay?"

"Yeah. Hello." Rose breathed.

"Hello." The Doctor grinned. Lilith made a gagging noise.

Cassandra interrupted their moment. "Oh, sweet Lord. I'm a walking doodle."

"You can't stay in there. I'm sorry, Cassandra, but that's not fair." the Doctor insisted. "I can take you to the city. They can build you a skin tank and you can stand trial for what you've done."

"Well, that would be rather dramatic." Cassandra said. "Possibly my finest hour, and certainly my finest hat, but I'm afraid we don't have time. Poor little Chip is only a half-life, and he's been through so much. His heart is racing so. He's failing. I don't think he's going to last—" Cassandra fell to her knees.

"Are you all right?"

"I'm fine." She paused. "I'm dying, but that's fine."

"We can take you to the city." the Doctor said.

"No, you won't. Everything's new on this planet. There's no place for Chip and me any more. You're right, Doctor. It's time to die, and that's good."

"Come on." He helped her up. "There's one last thing I can do."

* * *

The TARDIS landed at a party. The trio watched as Cassandra in Chip's body told her younger self she was beautiful.

He collapsed and the younger Cassandra held him as he died.

Lilith, the Doctor, and Rose disappeared back into the TARDIS and a wheezing sound filled the air as the slipped back into the vortex.


	7. Werewolves Are Not Amusing

Lilith had always wondered why. Why they were so intent on finding the Doctor. Why things had to turn out the way they did.

The house had been called the Torchwood Estate.

It had started like any adventure. They were in the TARDIS teasing each other. The Doctor had gotten the date wrong, a century off this time. But of everyone to find them, to be pointing the guns at them, it had to be Queen Victoria.

"Rose, Lilith, might I introduce her Majesty Queen Victoria."

It had to be the damn Queen.

The house had been called the Torchwood Estate.

Lilith had gone with Rose to change once the Queen got 'tired of the girl's nakedness' (how was she considered naked, anyway?), and the knock on the head she received had consequences. Rattled, when she woke she remembered the entire story of 1897's adventure.

The werewolf had said Rose had something of the wolf about her. The words made Lilith shiver. Bad Wolf. The Doctor may have thought he took all of the vortex out of Rose, but Lilith knew better. Bad Wolf, of course Rose had something of the wolf about her.

The Doctor came to rescue them, late but he did. Lilith stayed quiet the entire time, much to his discomfort. Discomfort. Maybe that's why he was being so rude in the library. But then again, this is the Doctor's tenth incarnation she was thinking about. He was rude, period. Rude and not ginger.

If you ask Lilith, the Observatory is where it all truly went wrong. When they trapped the lupine wavelength haemovariform in the beam of moonlight. She had seen the Queen's face. Her expression had said everything. It showed what she thought, despite the fact that the Lilith, the Doctor, and Rose had just saved her life.

Sure, she knighted them, Darkel would get a kick out of 'Dame Lilith of TARDIS', but she banished them in the same damned breath. She was not amused and she despised them.

The house had been called the Torchwood Estate.

Torchwood.

The thought of Torchwood— not Jack's Torchwood, Torchwood One— made Lilith cringe. She had told the ninth Doctor that he would learn the truth about her on the worst day of his lives. It was their fault that the day took place. She wanted to scream, to tear Hartman apart for putting her parents through that pain.

It was called Torchwood because the house had been called the Torchwood Estate.

They were the reason Torchwood was founded. They were the ones who gave the damn woman the opportunity to make the damn day possible. Inconsolable guilt washed over Lilith. It was partially her fault that they would get separated.

The Doctor and Rose get off the back of the cart. Lilith jumped off and landed lightly on her feet.

The Doctor turned back to Rose as they walked back toward the TARDIS, Lilith trailing behind. "But the funny thing is, Queen Victoria did actually suffer a mutation of the blood. It's historical record. She was hemophiliac. They used to call it the Royal Disease. But it's always been a mystery because she didn't inherit it. Her mum didn't have it; her dad didn't have it. It came from nowhere."

"What, and you're saying that's a wolf bite?" Rose asked.

"Well," he said, drawing out the word. "Maybe 'hemophilia' is just a Victorian euphemism."

"For werewolf?"

"Could be."

"Queen Victoria's a werewolf?"

"Could be. And her children had the Royal Disease. Maybe she gave them a quick nip."

Rose laughed. "So, the Royal Family are werewolves?"

"Well, maybe not yet." the Doctor shrugged. "I mean, a single wolf cell could take a hundred years to mature. Might be ready by, oh, early 21st century?"

"Nah, that's just ridiculous! Mind you, Princess Anne." Rose mused.

"I'll say no more."

"And if you think about it," she continued. "They're very private. They plan everything in advance. They could schedule themselves around the moon. We'd never know. And they like hunting!" They all entered the TARDIS. "They love blood sports. Oh my God, they're werewolves!"

While the Doctor and Rose were laughing and howling, Lilith started the dematerialization sequenced and slipped out of the console room.

Werewolves are not amusing.

Neither is Torchwood.


	8. Krillitanes, Companions, and K-9 Part 1

Lilith sat in the back of the classroom watching the kids file in. Damn Mickey and his need to call for their help. Student teacher. Student teacher. Lilith could be teaching the damned class if she didn't look nineteen! And the worst part…

"Good morning, class." the Doctor said cheerily. "Are we sitting comfortably?"

She was the Doctor's student teacher.

The Doctor turned and wrote the word 'physics' on the board. "So, physics. Physics, eh? Physics. Physics. Physics! Physics. Physics, physics, physics, physics, physics, physics, physics."

Lilith face palmed. 'Get to the point, Doctor.'

"I hope one of you is getting all this down. Okay let's see what you know. Two identical strips of nylon are charged with static electricity and hung from a string so they can swing freely. What would happen if they were brought near each other?"

A young boy with glasses put his hand up.

"Yes, er, what's your name?"

"Milo." The boy said.

"Milo! Off you go."

"They'd repel each other because they have the same charge."

"Correctamundo! A word I have never used before and hopefully never will again. Question two. I coil up a thin piece of nichrome and place it in a glass of water. Then I turn on the electricity and measure to see if the water's temperature is affected. My question is this. How do I measure the electrical power going into the coil?"

Just one hand went up. "Someone else." the Doctor said, looking around. Everyone else looked extraordinarily bored. "Nope? Okay, Milo, go for it."

"Measure the current and PDs in an ammeter and a voltmeter." Milo answered.

"Two to Milo. Right then, Milo, tell me this. True or false: the greater the dampening of the system, the quicker it loses energy to its surroundings."

"False." Milo responded immediately.

"What is non-coding DNA?" the Doctor asked quickly.

"DNA that doesn't code for a protein."

"Sixty five thousand nine hundred and eighty three times five?"

Milo didn't even miss a beat. "Three hundred and twenty nine thousand nine hundred and fifteen."

"How do you travel faster than light?"

"By opening a quantum tunnel with an FTL factor of thirty six point seven recurring."

Lilith's jaw dropped. The Doctor shifted momentarily, and then continued with the lesson. 'That was not normal.'

'Micks was right. Something is definitely going on here.'

* * *

In hindsight, Lilith really shouldn't complain about being a student teacher. Not when Rose was a lunch lady.

Lilith sat at a table, eating nothing, while waiting for the Doctor to get his food. He came over and sat down. Lilith looked at the glop on his place and stole one of the fries.

"Oi!" the Doctor protested.

"Deal with it." Lilith grinned.

Rose appeared next to them, dressed in her lunch lady outfit, and began wiping the table. "Two days." She huffed. "Two days, we've been here."

"Blame Micks. He's the one who put us onto this." Lilith said, snatching another fry off the Doctor's plate.

"And he was right." The Doctor slid the plate away from her. "Boy in class this morning, got a knowledge way beyond planet Earth."

"You eating those chips?" Rose asked, taking a fry for herself.

The Doctor made a face. "Yeah, they're a bit different."

"I think they're gorgeous. Wish I had school dinners like this." Rose said.

"It's very well behaved, this place." the Doctor commented as Rose sat down. "I thought there'd be happy slapping hoodies. Happy slapping hoodies with ASBOs. Happy slapping hoodies with ASBOs and ringtones. Huh? Huh? Oh, yeah. Don't tell me I don't fit in."

"Oh, totally. You're a real chameleon." Lilith rolled her eyes.

The head lunch lady came over. "You are not permitted to leave your station during a sitting."

Rose stood. "I was just talking to this teacher."

"Hello." the Doctor waved.

"He doesn't like the chips." Rose stage whispered.

"The menu has been specifically designed by the headmaster to improve concentration and performance. Now, get back to work." The lunch lady said curtly and left.

"See? This is me, dinner lady." Rose started walking away.

"I'll have the crumble." the Doctor called after her.

"She's so going to kill you." Lilith laughed and waited until Rose was out of earshot. "So, kissed her again yet?"

The Doctor glared at her. "We are not talking about this here."

"Why? It's not like anyone can hear us. I'm just curious. You seemed to really like that, what do the Brits call it, snog back on New Earth."

"That was Cassandra." He muttered.

"What about the near make out session on New Years Eve?"

"Quiet, you."

Later, in the teacher's lounge, Lilith's phone rang. It was Mickey. "What've you got?"

"Confirmation." Mickey said. "I just got into army records. Three months ago there was massive UFO activity. They logged over forty sightings. Lights in the sky, all of that. I can't get any photos, because then it gets all classified and secret. Keeps locking me out."

"Torchwood." Lilith muttered. "Rose said that three months ago, all the kitchen staff were replaced. And, I quote, 'that lot is weird'."

"See? There's definitely something going on. "I was right to call you home."

"I was starting to think that maybe you called us home just to call Rose home."

"Do you think I'd just invent an emergency?" Mickey asked, insulted.

"You could've."

"That's the last thing I'd do. Because every time I see you three, an emergency just gets in the way."

Lilith laughed. "Yeah, yeah, and you whine about it. I'll talk to you later, Micks, I gotta go."

"Later, Lilith." Mickey hung up. She walked over to where the Doctor was talking to one of the other teachers.

"Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot, except for the teacher you replaced, and that was just plain weird, her winning the lottery like that." The other teacher was saying.

"How's that weird?" the Doctor asked.

"She never played. Said the ticket was posted through her door at midnight."

Lilith attempted to hide a smile. "The world is very strange. Mister Smith, I just got a call—"

The Headmaster entered with someone very familiar. Lilith's jaw dropped.

"Excuse me, colleagues. A moment of your time." Headmaster Finch said. "May I introduce Miss Sarah Jane Smith. Miss Smith is a journalist who's writing a profile about me for the Sunday Times. I thought it might be useful for her to get a view from the trenches, so to speak."

Finch left and Lilith looked at the Doctor. "Snap out of it. She's coming this way.

"Hello." Sarah Jane said.

"Oh, I should think so." Was the Doctor's reply.

Lilith rolled her eyes and extended her hand to Sarah. "I'm Lilith Taylor." Lilith winked at the journalist and Sarah Jane's eye widened. Lilith put her finger to her lips.

"Nice to meet you, Miss Taylor." Sarah shook her hand and turned to the Doctor. "And you are?"

"Hm?" Lilith elbowed him. "Er, Smith. John Smith."

"John Smith." Sarah Jane smiled. "I used to have a friend who sometimes went by that name."

"Well, it's a very common name." the Doctor said.

"He was a very uncommon man." She said. "Nice to meet you."

"Nice to meet you. Yes, very nice. More than nice. Brilliant."

Lilith sighed. "You're making a fool out of yourself again, Mister Smith." She walked away, leaving the Doctor to converse with his old friend.

She just wanted to get away from Sarah Jane. Last time they met was hard enough. But if she could deal with traveling with her Uncle Jack, she could deal with Aunt Sarah Jane.

* * *

"Oh, it's weird seeing school at night." Rose said, shivering. "It just feels wrong. When I was a kid, I used to think all the teachers slept in school."

"All right, team." the Doctor frowned. "Oh, I hate people who say team. Er, gang. Er, comrades. Anyway, Rose, go to the kitchen. Get a sample of that oil. Mickey, the new staffs are all maths teachers. Go and check out the maths department. Lilith and I will look in Finch's office. Be back here in ten minutes."

Lilith followed the Doctor down the hall. There was the sound of wings flapping and a soft screech. They exchanged glances before picking up their speed towards the source of the noise.

They found someone else instead.

"Hello, Sarah Jane." the Doctor said.

"It's you. Oh, Doctor." Sarah Jane breathed. "Oh, my God, it's you, isn't it. You've regenerated.

"Yeah. Half a dozen times since we last met."

"And you too, Lilith? Last time I saw you, you were—"

Lilith held up her hand. "Hasn't happened to me yet.

"What are you doing here?" Sarah Jane asked.

"Well," the Doctor drew out the word. "UFO sighting, school gets record results. I couldn't resist. What about you?"

"The same." They both chuckled. "I thought you'd died. I waited for you and you didn't come back, and I thought you must have died."

Lilith flinched. She really shouldn't have said that.

The Doctor's face darkened. "I lived. Everyone else died."

"What do you mean?"

"Everyone died, Sarah."

Sarah Jane sighed. "I can't believe it's you."

From somewhere in the depths of the school, Mickey screamed.

"How about now?" Lilith asked with a grin.

"Now I can!" Sarah Jane said with an equally large smile.

The three of them ran down the halls where they ran into Rose. "Did you hear that?" the blond asked. Then, she noticed Sarah Jane. "Who's she?"

"Rose, Sarah Jane. Sarah Jane, Rose." the Doctor introduced them.

"Hi. Nice to meet you." Sarah Jane shook Rose's hand." You can tell you're getting older. Your assistants are getting younger." She said to the Doctor.

"I'm not his assistant." Rose protested.

"No," the Doctor said. "She's my…" he shifted uncomfortably. "Friend."

Sarah Jane raised her eyebrows. "Look at you, Tiger."

The Doctor rubbed the back of his neck and Lilith snickered. "To the point, then? Micks is through here."

The man in question was indeed in the next room. "Sorry! Sorry, it was only me. You told me to investigate, so I started looking through some of these cupboards and all of these fell on me."

"Oh, my God, they're rats. Dozens of rats." Rose said. "Vacuum packed rats."

"And you decided to scream." the Doctor said.

"It took me by surprise!" Mickey defended.

"Like a little girl?"

"It was dark! I was covered in rats!"

"Nine, maybe ten years old. I'm seeing pigtails, frilly skirt."

"Hello, can we focus?" Rose cut in. "Does anyone notice anything strange about this? Rats in school?"

"Well, obviously they use them in Biology lessons. They dissect them." Sarah Jane said. "Or maybe you haven't reached that bit yet. How old are you?

"Excuse me; no one dissects rats in school anymore. They haven't done that for years. Where are you from, the dark ages?" Rose retorted.

"Cool your jets, ladies." Lilith said, trying to detenisfy the atmosphere. "Maybe they mash them up and put them in the glop they're serving the students. All possibilities." Sarah Jane and Rose looked at Lilith with twin looks of disbelief. Lilith shook her head. "Stupid idea to get you two to shut up."

"Anyway, moving on." the Doctor said. "Everything started when Mister Finch arrived. We should go and check his office."

They set off.

"I don't mean to be rude or anything, but who exactly are you?" Rose asked.

"Sarah Jane Smith. I used to travel with the Doctor." Sarah Jane answered.

"Oh. Well, he's never mentioned you."

"Oh, I must've done." The Doctor said airily. "Sarah Jane. Mention her all the time."

"To me maybe." Lilith snorted. "Never to Rose."

"What, not even once? He didn't mention me even once?"

"For the record, I tried to." Lilith said. "I was interrupted by a spaceship smashing into Big Ben."

"Ho, ho, mate. The missus and the ex." Mickey laughed. "Welcome to every man's worst nightmare."

"Shut up, Micks." The Doctor said, using Lilith nickname for Mickey. "What if the rats were food?"

Lilith looked back at him when they reached the Headmaster's office. "Did I not just suggest that and then get stared at like a lunatic?"

"Not for the students." the Doctor rolled his eyes and used the sonic to unlock the door. It swung open. "Rose…" he said slowly. "You know you used to think all the teachers slept in the school? Well, they do."

Thirteen human sized, freaky looking bats were hanging from the ceiling.

"No way." Mickey bolted. The rest of the group followed a bit more calmly until they were out of the school. "I am not going back in there. No way."

"Those were teachers." Rose panted.

"When Finch arrived, he brought with him seven new teachers." the Doctor said.

"Along with four lunch ladies and a nurse. That's thirteen. Thirteen big, creepy bat people." Lilith added.

"Come on." the Doctor started back towards the school.

"Come on? You've got to be kidding!" Mickey cried.

"I need the TARDIS. I've got to analyze that oil from the kitchen."

"I might be able to help you there." Sarah Jane said excitedly. "I've got something to show you." She pulled him over to her car and opened the trunk. Inside was something covered in a blanket. The Doctor pulled it off.

"Is that—?" Lilith breathed.

"K-9!" the Doctor exclaimed happily. "Rose Tyler, Mickey Smith, allow me to introduce K9. Well, K9 Mark III to be precise."

"Why does he look so… disco?" Rose asked.

The Doctor looked at her. "Oi!" he protested. "Listen, in the year five thousand, this was cutting edge. What's happened to him?"

"One day he just, nothing."

"Well, didn't you try and get him repaired?"

"Well, it's not like getting parts for a Mini Metro." Sarah Jane defended. "Beside, the technology inside him could rewrite human science. I couldn't show him to anyone."

"Ooh, what's the nasty lady done to you, eh?" the Doctor said in a baby voice.

Lilith snorted, Rose rolled her eyes, and Mickey just stared at him.

"Not to break up the cozy reunion with your pet tin dog," Lilith said. "But can we focus here? K-9 can analyze the oil, right? So let's fix him up.

* * *

In the restaurant, the Doctor, Lilith, and Sarah Jane sat at one table with K-9 while Rose and Mickey sat at another. Lilith could tell by the look on Rose's face that, despite the fries, she wasn't enjoying herself.

'Micks giving you a hard time?' she asked.

Rose sent back a confirming wave of irritation and Lilith threw a fry at the back of Mickey's head before turning back to the conversation at her own table. "So, Sarah Jane, what did I look like last time you saw me?"

"No fishing for future information." the Doctor chided.

"I just want to know what I look like." Lilith complained.

"Well, you had red hair—" Sarah Jane was cut off by the Doctor's loud groan and Lilith's cheer.

The young Time Lady laughed. "Ginger! I get to be ginger!" she crowed.

Sarah Jane shook her head. "I thought of you on Christmas Day. This Christmas just gone? Great big spaceship overhead. I thought, oh yeah, bet he's up there."

"Right on top of it, yeah." the Doctor confirmed.

"And Rose?" Sarah Jane asked after a moment.

"She was there too."

Lilith snorted. "Rose was the one trying to negotiate with the Sycorax while you were sleeping off your regeneration sickness."

Sarah Jane stayed silent before asking, "Did I do something wrong, because you never came back for me. You just dumped me."

"I told you." the Doctor said. "I was called back home and in those days humans weren't allowed."

"I waited for you. I missed you."

"Oh, you didn't need me. You were getting on with your life."

"You were my life." Oh, damn. "You know what the most difficult thing was? Coping with what happens next, or with what doesn't happen next. You took me to the furthest reaches of the galaxy, you showed me supernovas, intergalactic battles, and then you just dropped me back on Earth. How could anything compare to that?"

"All those things you saw, do you want me to apologize for that?

"No, but we get a taste of that splendor and then we have to go back."

"But look at you, you're investigating." Lilith said, attempting to help the Doctor. "You found that school. You're doing what you always did."

"I suppose." Sarah Jane sighed. "It wasn't Croydon. Where you dropped me off, that wasn't Croydon."

The Doctor frowned. "Where was it?"

"Aberdeen."

"Right. That's next to Croydon, isn't it?" K9 came back to life. "Oh, hey. Now we're in business."

"Master." The tin dog greeted.

"He recognizes me." the Doctor said, ecstatic.

"Affirmative."

The Doctor waved Rose over. "Rose, give us the oil."

Rose handed him the bottle. "I wouldn't touch it, though. That dinner lady got all scorched."

"I'm no dinner lady." He paused. "And I don't often say that." He smeared a sample on to K9's probe. "Here we go. Come on, boy. Here we go."

"Oil. Ex-ex-ex-extract. Ana-ana-analyzing."

"Listen to him, man." Mickey laughed. "That's a voice."

"Careful." Sarah Jane warned. "That's my dog."

K-9 finished analyzing the oil. "Confirmation of analysis. Substance is Krillitane Oil."

"They're Krillitanes." the Doctor breathed.

"Is that bad?" Rose asked.

"Very." He said. "Think of how bad things could possibly be, and add another suitcase full of bad."

"And what are Krillitanes?" Sarah Jane questioned.

"They're a composite race." the Doctor explained. "Just like your culture is a mixture of traditions from all sorts of countries; people you've invaded or have been invaded by. You've got bits of Viking, bits of France, bits of whatever. The Krillitanes are the same. An amalgam of the races they've conquered. But they take physical aspects as well. They cherry pick the best bits from the people they destroy. That's why I didn't recognize them. The last time I saw Krillitanes, they looked just like us except they had really long necks."

"What're they doing here?" Rose wondered.

Lilith's eyes widened. "It's the children." She realized. "They're doing something to the children."


	9. Krillitanes, Companions, and K-9 Part 2

The next morning, they arrived back at the school.

"Rose and Sarah, you go to the maths room. Crack open those computers, I need to see the hardware inside. Here, you might need this." the Doctor gave the screwdriver to Rose. "Mickey, surveillance. I want you outside."

"Just stand outside?"

"Here, take these you can keep K9 company." Sarah threw Mickey her car keys.

"Don't forget to leave the window open a crack." Lilith called over her shoulder.

Mickey stopped walking. "But he's metal!"

"I didn't mean for him."

"What're you going to do?" Rose asked.

"It's time Lilith and I had a word with Mister Finch." the Doctor said.

They met by the pool, for some reason, reminding Lilith of an episode of Sherlock with Moriarti. Not the time, she told herself.

"Who are you?" the Doctor asked.

"My name is Brother Lassa." Finch said. "And you?"

"The Doctor, this is Lilith. Since when did Krillitanes have wings?"

Finch clasped his hand behind his back. "It's been our form for nearly ten generations now. Our ancestors invaded Bessan. The people there had some rather lovely wings. They made a million widows in one day. Just imagine."

"And now you're shaped human." Lilith noted.

"A personal favorite, that's all." The Krillitane dismissed.

"And the others?"

"My brothers remain bat form. What you see is a simple morphic illusion. Scratch the surface and the true Krillitane lies beneath." Finch paused. "And what of the Time Lords? I always thought of you as such a pompous race. Ancient, dusty senators so frightened of change and chaos. And of course, they're all but extinct. Only you. The last."

"This plan of yours," the Doctor said. "What is it?"

"You don't know."

"That's why I'm asking."

"Well, show me how clever you are. Work it out."

"If I don't like it, then it will stop." the Time Lord warned.

"Fascinating." Finch said. "Your people were peaceful to the point of indolence. You seem to be something new. Would you declare war on us, Doctor?"

"I'm so old now. I used to have so much mercy." the Doctor said. "You get one warning. That was it."

"But we're not even enemies. Soon you will embrace us. The next time we meet, you will join with me. I promise you." Finch left.

The Doctor looked down at Lilith, frowning. "What does he mean?"

"Pay no attention to the bad guys. They just like to talk as much as you do." Lilith said, dragging the Doctor out of the room. "Come on, maybe Sarah Jane and Rose have found something useful."

She highly doubted it, though and her fears were confirmed when she and the Doctor walked into the maths room to find the two human women in a laughing fit.

"How's it going?" the Doctor asked. They kept laughing. "What? Listen, I need to find out what's programmed inside these." But hysteria was setting in. "What? Stop it!" Lilith chuckled at his discomfort, but composed herself when the Doctor glared at her.

"Seriously, guys," she said as Sarah Jane and Rose slowly stopped laughing. "What have you got?"

That was when the students started coming in. "No, no. This classroom's out of bounds." Rose shooed the children away. "You've all got to go to the South Hall. Off you go. South Hall!"

The Doctor, meanwhile, was taking apart the computer. "I can't shift it."

"I thought the sonic screwdriver could open anything!" Sarah Jane said.

"Anything except a deadlock seal." the Doctor muttered. "There's got to be something inside here. What're they teaching those kids?"

"You wanted the program?" Lilith said slowly, looking at the screens of one of the computers. "There it is."

The screens had all turned green with a cube and strange writing on it.

"Some sort of code." the Doctor mused. "No. No, that can't be. The Skasis Paradigm. They're trying to crack the Skasis Paradigm."

"The Skasis what?" Sarah Jane asked.

"The god maker. The universal theory." the Doctor explained. "Crack that equation and you've got control of the building blocks of the universe. Time and space and matter, yours to control."

"What, and the kids are like a giant computer?" Rose guessed.

"Yes. And their learning power is being accelerated by the oil. That oil from the kitchens, it works as a, as a conducting agent. Makes the kids cleverer."

"But that oil's on the fries." Lilith said. "We've been eating them."

The Doctor turned to Rose. "What's fifty nine times thirty five?"

"Two thousand and sixty five." Her eyes widened. "Oh, my God."

"But why use children? Can't they use adults?" asked Sarah Jane.

"No, it's got to be children." Lilith answered for the Doctor. "The god maker needs imagination to crack it. They're not just using the kids' brains to break the code, they're using their souls."

"Let the lesson begin." They all whirled around to see Finch standing in the doorway. "Think of it, Doctor. With the Paradigm solved, reality becomes clay in our hands. We can shape the universe and improve it."

"Oh yeah? The whole of creation with the face of Mister Finch?" the Doctor scoffed. "Call me old fashioned, but I like things as they are."

"You act like such a radical, and yet all you want to do is preserve the old order? Think of the changes that could be made if this power was used for good."

"What, by someone like you?"

"No, someone like you. The Paradigm gives us power, but you could give us wisdom. Become a God at my side. Imagine what you could do. Think of the civilizations you could save. Perganon, Ascinta. Your own people, Doctor, standing tall. The Time Lords reborn."

"Doctor, don't you dare listen to him." Lilith said fiercely.

"And your companions could be with you throughout eternity. Young, fresh, never wither, never age, never die." Finch taunted, "Their lives are so fleeting. So many goodbyes. How lonely you must be, Doctor. Join us."

"I could save everyone." the Doctor said with a faraway look in his eyes.

"Yes."

"No." Lilith growled. "The universe has to move forward. You've told me that, Doctor. Pain and loss, they define us as much as happiness or love. Whether it's a world, or a relationship, everything has its time. And everything ends."

The Doctor took a deep breath and threw a chair at the big screen, smashing it. "Out!" he yelled.

Lilith took the Doctor's hand and squeezed it before the four of them ran out of the room and down the halls, almost barreling into Mickey and a student.

"What is going on?" he asked. Before anyone could answer, the Krillitanes came flying down the hall and they ran.

"Are they my teachers?" the boy asked.

"Yeah," Lilith said. "Sorry, kid."

Finch came in surrounded by the rest of the Krillitanes. "We need the Doctor alive. As for the others, you can feast."

The Krillitanes swooped down. The boy dove under a table while the rest of them threw chairs at the aliens. Suddenly, a laser beam fell one of the bats.

"K-9!" Sarah Jane cried.

"Suggest you engage running mode, mistress." The dog said.

"Come on!" The Doctor yelled. Everyone sprinted away. "K-9, hold them back!"

"Affirmative, master. Maximum defense mode!"

The Doctor sealed the doors behind them. "It's the oil. Krillitane life forms can't handle the oil. That's it! They've changed their physiology so often; even their own oil is toxic to them. How much was there in the kitchens?"

"Barrels of it." Rose said.

The Krillitanes were battering at the door.

"Okay, we need to get to the kitchens." the Doctor said. "Mickey—"

"What now, hold the coats?" Mickey snarked.

The Doctor ignored him. "Get all the children unplugged and out of the school. Now then, bats, bats, bats. How do we fight bats?"

The boy set off the fire alarm and they all dashed out of the room passed the Krillitanes, which were in pain.

In the kitchen, the Doctor tried his sonic screwdriver on the barrels of oil. "They've been deadlock sealed. Finch must've done that. I can't open them."

"The vats would not withstand a direct hit from my laser," K-9 said. "But my batteries are failing."

"Right. Everyone out the back door. K9, stay with me." the Doctor said.

"Doctor—" Lilith began to protest.

"Go, Lilith!" the Doctor ordered.

Lilith shook her head and darted out the door behind Sarah Jane.

* * *

The school was added to the list of places that the Doctor had blown up, not that anyone (but Lilith) was counting. They all gathered in the TARDIS when all was said and done.

"You've redecorated." Sarah Jane noted.

"Do you like it?" the Doctor asked.

"Oh, I, I do. Yeah. I preferred it as it was, but er, yeah. It'll do."

"Well, I love it." Rose said.

Sarah Jane smiled. "Hey, you what's forty seven times three hundred and sixty nine?"

Rose shrugged. "No idea. It's gone now. The oil's faded."

"But you're still clever. More than a match for him."

"You and me both. Doctor?"

The Doctor looked up. "Er, we're about to head off, but you could come with us."

"No. I can't do this anymore." Sarah Jane said. "Besides, I've got a much bigger adventure ahead. Time I stopped waiting for you and found a life of my own."

"Can I come?" Mickey asked. "No, not with you, I mean with you. Because I'm not the tin dog, and I want to see what's out there."

"Oh, go on, Doctor." Sarah Jane urged. "Sarah Jane Smith, a Mickey Smith. You need a Smith on board."

"Okay then, I could do with a laugh."

"Rose," Mickey looked at her. "Is that okay?"

"No, great. Why not?" Rose said, avoiding tuning around.

'You're lying through your teeth.' Lilith accused mentally before speaking out loud. "Are we going to ask Lilith what Lilith thinks? What if Lilith has a problem with the new arrangement?"

"Do you?" the Doctor asked. "Have a problem with it?"

Lilith sighed dramatically. "At the very least, it gives me someone to talk to while you and Rose eye flirt for hours on end."

Both the Doctor and Rose blushed deeply.

"Well, I'd better go." Sarah Jane said. She gave Rose a hug and followed the Doctor out the door.

"I don't know about you," Lilith said loudly as the Doctor came back in. "But I'm all keyed up for another adventure. Where should we go?"

"To the future?" Rose suggested.

"Onwards!" the Doctor declared.

Lilith smiled and spoke to herself. "Allons-y."


	10. Two Sides of the Coin

Rose

Rose had taken Mickey on a tour of the TARDIS but lost him in the room with soccer playing on the TV, so she retreated into the library.

"So, are we going to talk about why you were lying through your teeth?" Rose looked up from her spot on the couch. The Doctor was in the console room and Mickey was off somewhere watching soccer, so the only person who could've been speaking was…

"Well?" Lilith said, plopping down next to the girl. "We both know you were."

"No reason." Rose said vaguely. "Why'd you agree?"

"I didn't, I just said that he'd be company. But we're not talking about me, we're talking about you."

Rose sighed. "I like it when it's just the three of us, you, the Doctor, and me. Because honestly, you don't get in the way of whatever the Doctor and I have. Sure you mock us constantly, but your not interested in me. Not like Mickey is, anyway."

"You think Micks' feelings for you will get in the way of whatever you have with the Doctor." Lilith guessed.

Rose nodded. "It sounds daft."

"No, it doesn't. But you won't have to worry. The Doctor will mark his territory eventually and Mickey will have to remember to— oh, how did Jack put it? — keep his hands off the blond."

"Mark his territory, huh?" Rose repeated, lifting an eyebrow.

"Maybe give you a hickey, too." Lilith shrugged. "How am I supposed to know what you two get up to when he crawls into your bed every other night?"

Rose blushed furiously. "We don't do anything. He just stays with me."

"Right. And I am supposed to believe you because…?"

"Lilith!" Rose hit her with her book.

Lilith laughed loudly. "Alright, alright, I'm done. See you around, Tyler."

The Doctor

The Doctor was under the console, fixing whatever was preventing the TARDIS from landing properly.

"So—" Lilith began.

"No." the Doctor said.

"But I didn't say anything!"

"I am not talking about my relationship with Rose right now."

Lilith crossed her arms. "Because you let Mickey join on to but a barrier between you two?" She accused. The Doctor stayed silent. "Oh, don't pretend I'm wrong."

"Why are you so insistent that Rose and I become a couple, hm?" the Doctor demanded. "What's it to you?"

"You're family and she's my friend and I want you two to be happy." Lilith said simply. "She makes you happy and you make her happy."

"And we can't make each other happy as best mates?"

"Best mates, as you put it, don't act like a couple or kiss."

"I've only kissed her twice!" the Doctor protested.

"Four times." Lilith corrected. "Once to take the vortex out of her, once under the mistletoe, once on New Years Eve, and once on New Earth."

"That last one doesn't count." the Doctor said.

"But the New Years kiss should count as two." Lilith countered

He blushed just as deeply as Rose had and muttered something about wine before disappearing under the console again. Lilith lay on her stomach and looked down into the gaping hole in the grating. "Go away, Lilith."

"I'm just saying that inviting Mickey on board wasn't your most genius idea if you want to pursue—"

"Go away, Lilith."

"Fine, fine." Lilith gave in. "But I'm not done with you, Time Lord."

She wasn't done with either of them.


	11. Of Time Windows and French Whores Part 1

The TARDIS jolted as she landed, though not quite as rough as her usual landings. Lilith had a feeling that the old girl was showing off for the newest crewmember.

The Doctor was the first one out the door, followed by Mickey.

"It's a spaceship." Mickey breathed. "Brilliant! I got a spaceship on my first go."

There were lots of bits and pieces of equipment scattered around. "It looks kind of abandoned." Rose noted. "Anyone on board?"

"Nah, nothing here. Well, nothing dangerous. Well, not that dangerous." He paused. "You know what, I'll just have a quick scan, in case there's anything dangerous."

"So, what's the date? How far have we gone?" Rose asked

"About three thousand years into your future, give or take." the Doctor shrugged. He found the light switch on a console. Part of the ceiling opened up to show the stars. "Fifty first century. Diagmar Cluster, you're a long way from home, Mickey. Two and a half galaxies."

"Mickey Smith, meet the universe." Lilith beamed at his expression. "See anything you like?"

"It's so realistic!"

"Dear me, had some cowboys in here. Got a ton of repair work going on." the Doctor said. "Now that's odd. Look at that." He waved Lilith over.

"All the warp engines are going. Full capacity." She noted. "There's enough power running through this ship to punch a hole in the damn universe, but we're not moving. So where's all that power going?"

"Where'd all the crew go?" Rose wondered.

The Doctor frowned. "Good question. No life readings on board."

"Well, we're in deep space. They didn't sneak out the back door for a quick smoke."

The Doctor made a face. "Can you smell that?"

"Yeah, someone's cooking."

"Sunday roast, definitely." Mickey agreed.

Lilith had a feeling it wasn't something as nice as Sunday roast, but kept her opinions to herself. The Doctor flicked a switch and a door slid open. "Well, there's something you don't see in your average spaceship."

The far wall was paneled, and contained a blazing fire in an ornate fireplace, with an ormolu clock on the mantelpiece. Exactly like the bedroom at Versailles.)

"Eighteenth century. French. Nice mantle." the Doctor scanned the mantle with the sonic screwdriver. "Not a hologram. It's not even a reproduction. This actually is an eighteenth century French fireplace. Double sided. There's another room through there.

Rose looked out of a porthole in the same wall. "There can't be. That's the outer hull of the ship. Look."

"Hello."

Lilith looked down to see whom the Doctor was talking to and say a young girl in a nightgown, kneeling by the fire on the other side of the fireplace. "Hello."

"What's your name?" the Doctor asked.

"Reinette."

"Reinette, that's a lovely name." Lilith said, squatting down next to the Doctor. "Can you tell me where you are at the moment, Reinette?"

"In my bedroom."

"And where's your bedroom? Where do you live, hun?"

"Paris, of course." Reinette said.

"Paris," the Doctor repeated. "Right!"

"Monsieur, Madam, what are you doing in my fireplace?" Reinette asked.

"Oh, it's just a routine fire check." the Doctor said. "Can you tell me what year it is?"

"Of course I can." Reinette smiled. "Seventeen hundred and twenty seven."

"Right, lovely. One of my favorites. August is rubbish though. Stay indoors. Okay, that's all for now. Thanks for your help. Hope you enjoy the rest of the fire. Night, night."

"Goodnight Monsieur. Goodnight Madam."

They all stood up. "You said this was the fifty first century." Mickey said accusingly.

"Lilith also said this ship was generating enough power to punch a hole in the universe. I think we just found the hole." the Doctor said. "Must be a spatio-temporal hyperlink."

"What's that?"

Lilith rolled her eyes. "It's not anything. He just didn't want to say magic door."

"And on the other side of the magic door is France in 1727?" Rose asked.

"Well, she was speaking French." the Doctor shrugged. "Right period French, too."

"She was speaking English," Mickey argued. "I heard her."

"That's the TARDIS. Translates for you." Rose explained.

"Even French?"

"Yeah."

"Maybe there's some sort of mechanism that changes where the hole goes." Lilith mused, examining the mantle. "Check the other side."

"Gotcha!" the Doctor exclaimed, pulling a small lever.

"Doctor!" Rose cried.

The entire fireplace shifted and turn around, putting the two Gallifreyans in what Lilith assumed was Reinette's room. A ticking noise echoed around the Room as the Doctor walked over and looked out the window. Reinette was asleep in her bed, but woke with a start.

"It's okay. Don't scream. It's us." Lilith said soothingly. It's the fireplace people. Look." She elbowed the Doctor and he lit a candle with the sonic screwdriver. "We were talking just a moment ago. We were in your fireplace."

"Madam, that was weeks ago." Reinette said. "That was months."

"Really?" the Doctor interrupted. "Oh. Must be a loose connection. Need to get a man in."

"Who are you?" Reinette asked. "And what are you doing here?"

"We're just passing through. Checking to make sure you're safe." Lilith assured her.

The Doctor looked at the clock on the mantel. The ticking was fairly loud. "Okay, that's scary.

Reinette frowned. "You're scared of a broken clock?"

Lilith eyes went wide and darted aronuf the room when she realized why. "Just a bit scared, yeah. Just a little tiny bit." the Doctor said. "Because, you see, if this clock's broken, and it's the only clock in the room, then what's that?" The ticking noise continued. "Because, you see, that's not a clock. You can tell by the resonance. Too big. Six feet, I'd say. The size of a man."

"What is it?" the little girl asked.

"Well, let's think about it logically." Lilith said. "If you were a thing that ticked and you were hiding in someone's bedroom, first thing you do would be to break the clock. No one notices the sound of one clock ticking, but two? You might start to wonder if you're the only one in the room."

The Doctor scanned the room, his eye landing on the foot of Reinette's bed. "Stay on the bed. Right in the middle." He instructed. "Don't put your hands or feet over the edge."

The Doctor waved the screwdriver under the bed. Something shot out and knocked it out of his hand.

"Reinette," Lilith whispered. "Don't turn around, okay?" A figure in a smiley mask was standing on the other wide of the bed. "Stay exactly where you are. Hold still, let me look." She held Reinette's head and looked deep into her eyes. She turned to look at the Doctor. "They've been canning her brain."

"What, you've crossed two galaxies and thousands of years just to scan a child's brain? What could there be in a little girl's mind worth blowing a hole in the universe?" the Doctor demanded.

"I don't understand." Reinette said. "It wants me? You want me?"

"Not yet." The figure, a droid, said robotically. "You are incomplete."

"Incomplete?" the Doctor repeated. "What's that mean, incomplete? You can answer her, you can answer me, what do you mean incomplete?" he pointed the sonic at the droid.

The android walked around the bed and a blade came out of its hand.

Lilith put herself between the droid and Reinette. The young girl looked over her shoulder. "Monsieur, be careful." She begged.

"Just a nightmare, hun, don't worry about it." Lilith said reassuringly. "Everyone has nightmares."

The android slashed and the Doctor dodged. 'Get over to the fireplace.' the Doctor telepathically ordered. Lilith did. "Even monsters from under the bed have nightmares, don't you, monster?" he said aloud, dodging again. The blade got stuck in the mantelpiece.

"What do monsters have nightmares about?" Reinette asked.

The Doctor activated the mechanism and the fireplace rotated again. "Me!"

"Doctor!" Rose exclaimed.

The Doctor grabbed a tube from a nearby rack and fired its contents over the android. It seizes up.

"Excellent." Mickey said, grinning. "Ice gun."

"Fire extinguisher." the Doctor corrected, tossing the fire extinguisher to Rose.

She caught it. "Where did that thing come from?"

"Here."

"So why is it dressed like that?" Mickey wondered,

"Field trip to France. Some kind of basic camouflage protocol. Nice needlework, shame about the face." The Doctor removed the android's face to reveal clockwork. "Oh, you are beautiful! No, really, you are. You're gorgeous! Look at that. Space age clockwork, I love it. I've got chills! Listen, seriously, I mean this from the heart, and, by the way, count those, it would be a crime, it would be an act of vandalism to disassemble you." Lilith glared at him. "But that won't stop me."

The android beamed away.

"What—" Mickey blinked.

"Short range teleport. Can't have got far." Lilith explained. "Doctor, we should check on Reinette."

"Don't go looking for it!" the Doctor said to the two humans.

"Where're you going?" Rose asked.

"To make sure the little girl is okay." Lilith said. "We'll be back in a sec."

The Doctor flicked the fireplace-rotating switch again. This time, it was day and it didn't look like a little girl's room. It was a big, plush, split level room.

"Reinette?" Lilith called out. "We're just checking to see if you're okay."

The Doctor looked around and played a few notes on a harp. Someone cleared their throat, a young woman. "Oh, hello." Lilith said. "Ah, we were just looking for Reinette. This is still her room, isn't it? We've been away, not sure how long.

"Reinette! We're ready to go." A woman's voice called.

"Go to the carriage, Mother. I will join you there." She turned to the duo. "It is customary, I think, to have imaginary friends only during one's childhood. You are to be congratulated on your persistence."

The Doctor's eyes widened. "Reinette! Well. Goodness, how you've grown."

"And you do not appear to have aged a single day. That is tremendously impolite of you." She walked up to him, somewhat ignoring Lilith.

"Right, yes, sorry. Listen, lovely to catch up, but better be off, eh? Don't want your mother finding you up here with strange people, do we?"

"Strange?" Reinette repeated. "How could you be a stranger to me? I've known you since I was seven years old."

"Yeah, I suppose you have." the Doctor shrugged. "I came the quick route."

Reinette put her hand on the Doctor's cheek and his nervous smile dropped. Lilith bristled. "You seem to be flesh and blood, at any rate, but this is absurd." The young woman said. "Reason tells me you cannot be real."

"Oh, you never want to listen to reason."

"Mademoiselle!" a man yelled. "Your mother grows impatient."

"A moment!" Reinette yelled back before returning her attention to the Doctor. "So many questions, so little time." Reinette kissed the Doctor, pushing him up against the wall. Lilith stepped up and pulled her back before the Doctor could react.

"Nope! Not happening!" Lilith declared. "There will be no making out with my uncle. Not today, not ever. Sorry, but no."

"Very well." Reinette sighed.

"Mademoiselle Poisson!" the man shouted. Reinette ran out and the man entered.

"Poisson? Reinette Poisson?" the Doctor asked. "No! No, no, no, no, no way. Reinette Poisson? Later Madame Etoiles? Later still mistress of Louis the Fifteenth, uncrowned Queen of France? Actress, artist, musician, dancer, courtesan, fantastic gardener!" Lilith rolled her eyes.

"Who the hell are you?" the man demanded.

"Nobody. We're two nobodies and we're leaving. Bye." Lilith said firmly and the fireplace swung around. "Rose? Micks?"

"Every time." The Doctor complained. "Every time, it's rule one. Don't wander off. I tell them, I do. Rule one. There could be anything on this ship."

Apparently, 'anything' included a horse.

"That's it," Lilith said. "I'm out of here. I'm looking for Micks and Rose on my own. Good-bye.

* * *

"Maybe it wasn't a real heart." Mickey suggested.

"Course it was a real heart." Rose scoffed.

"Is this like normal for you? Is this an average day?"

"This is life with the Doctor, Micks. No more average days." The two humans spun around to see Lilith join them. "What happened to don't wander off?"

Rose shrugged. "Got bored. What have you been doing?"

"Stopped the Doctor from doing something stupid. So, nothing out of the ordinary."

They stopped by a large window. "It's France again." Mickey said. "We can see France."

"I think we're looking through a mirror."

A man in fancy clothes entered the room on the other side of the mirror with two men. "Blimey, look at this guy. Who does he think he is?" Mickey asked unimpressed.

"The King of France." the Doctor came over.

"Oh, here's trouble." Rose said with a smile. "What you been up to?"

"Oh, this and that." the Doctor shrugged. "Became the imaginary friend of a future French aristocrat, picked a fight with a clockwork man." The horse from earlier neighed. "Oh, and I met a horse."

"What's a horse doing on a spaceship?"

"Mickey, what's pre-Revolutionary France doing on a spaceship? Get a little perspective. See these?" the Doctor gestured to the window. "They're all over the place, on every deck, gateways to history. But not just any old history." Reinette entered the room and curtseyed to the King. "Hers. Time windows deliberately arranged along the life of one particular woman. A spaceship from the fifty first century is stalking a woman from the eighteenth. Why?"

"Who is she?" Rose asked.

"Jeanne-Antoinette Poisson, known to her friends as Reinette. One of the most accomplished women who ever lived."

"So has she got plans of being the Queen, then?"

Lilith shook her head. "No, he's already got a Queen. She's got plans of being his mistress."

"I think this is the night they met." the Doctor said. "The night of the Yew Tree ball. In no time at flat, she'll get herself established as his official mistress, with her own rooms at the palace. Even her own title. Madame de Pompadour."

"More like Madame de Pompous-ass." Lilith muttered to herself.

The King and his servants left and Reinette checked her appearance in the mirror/window.

"The Queen must have loved her." Rose said.

"Oh, she did." the Doctor replied. "They get on very well."

"The King's wife and the King's girlfriend?" Mickey asked in disbelief.

"France." the Doctor said dismissively. "It's a different planet."

They watched as Reinette whirled around to a figure standing in the corner of the room with its back to her. She said something they couldn't hear, and then the figure turned around. It was one of the clockwork men. The Doctor grabbed Mickey's fire extinguisher and pushed past them, swinging the mirror out toward Reinette.

"Hello, Reinette," he said quickly as he walked past her. "Hasn't time flown?"

"Fireplace man!" she exclaimed in surprise.

The Doctor sprayed the android thoroughly and threw the extinguisher back to Mickey. The android creaked.

"What's it doing?" Mickey asked.

"Switching back on. Melting the ice." the Doctor answered.

"And then what?"

"Then it kills everyone in the room. Focuses the mind, doesn't it? Who are you? Identify yourself." the Doctor demanded. "Order it to answer me." He said to Reinette.

"Why should it listen to me?" she asked.

"I don't know. It did when you were a child. Let's see if you've still got it."

"Answer his question." Reinette told the droid. "Answer any and all questions put to you."

"I am repair droid seven." The droid said finally.

"What happened to the ship?" Lilith asked. "There was a lot of damage."

"Ion storm. Eighty two percent systems failure." It replied.

"That ship hasn't moved in over a year." the Doctor said. "What's taken you so long?"

"We did not have the parts."

Mickey chuckled. "Always comes down to that, doesn't it? The parts."

"What's happened to the crew? Where are they?"

"We did not have the parts."

"There should have been over fifty people on your ship. Where did they go?"

"We did not have the parts." The droid repeated.

"Fifty people don't just disappear." Lilith snapped. "Where…" her eyes widened. "Oh. You didn't have the parts, so you used the crew."

"The crew?" Mickey asked.

"We found a camera with an eye in it," Rose said slowly. "And there was a heart wired in to machinery."

"It was just doing what it was programmed to. Repairing the ship any way it can, with whatever it could find." the Doctor said. "No one told it the crew weren't on the menu. What did you say the flight deck smelt of?"

"Someone cooking."

"Flesh plus heat. Barbeque."

Lilith gagged. "That's freaking disgusting."

"But what are you doing here?" the Doctor asked. "You've opened up time windows. That takes colossal energy. Why come here? You could have gone to your repair yard. Instead you come to eighteenth century France? Why?"

"One more part is required." It jerked its head toward Reinette.

"Then why haven't you taken it?"

"She is incomplete." It replied.

"What, so, that's the plan, then? Just keep opening up more and more time windows, scanning her brain, checking to see if she's done yet?" the Doctor asked in disgust.

"Why her?" Everyone turned to look at Rose. "You've got all of history to choose from. Why specifically her?"

"We are the same."

"We are not the same." Reinette cried. "We are in no sense the same."

"We are the same." The droid said again.

"Get out of here." Reinette demanded. "Get out of here this instant!"

"Reinette, no." the Doctor said. The droid teleported away. "It's back on the ship. Rose, take Mickey and Arthur. Get after it. Follow it. Don't approach it, just watch what it does."

"I'm going with them."

"Arthur?" Rose questioned.

"Good name for a horse."

"No, you're not keeping the horse." Rose insisted.

"I let you keep Mickey. Now go! Go! Go!"

Lilith followed Rose and Mickey through the time window and the Doctor closed it behind them.


	12. Of Time Windows and French Whores Part 2

"So, that Doctor, eh?" Mickey chuckled.

"What are you talking about?" Rose asked.

"Well. Madame de Pompadour. Sarah Jane Smith. Cleopatra."

"Cleopatra." Rose scoffed. "He mentioned her once."

"Yeah, but he called her Cleo."

Lilith rolled her eyes. "Micks, I call her Cleo. That means nothing. Listen, over the years, plenty of companions have had crushes on the Doctor. But the Doctor has only crushed on one of them back."

"Mickey!" Rose shouted in warning.

An android grabbed Mickey by the throat. Two more grabbed Rose and Lilith from behind. Lilith felt a needle go into her neck. A sedative, she guessed, one that wouldn't effect her. She faked going limp and let the droids drag her off.

They strapped each of them to tables and Lilith waited for her friends to drift back into consciousness.

"What's going on? Doctor?" Rose called out.

"Rose?" Mickey said. "They're going to chop us up, just like the crew. They're going to chop us up and stick us all over their stupid spaceship. And where's the Doctor? Where's the precious Doctor now? He's been gone for flipping hours, that's where he is!"

"I told you, he's coming." Lilith sighed, exasperated. Then, she looked over at Rose. 'Don't be mad.' She directed at her.

Rose sent back a sense of confusion.

Lilith tried to shrug, but it didn't work. 'That's just what he told me to tell you. Don't be mad, he's acting.'

"You are compatible." A droid said.

"Well, you might want to think about that." Rose said dangerously. "You really, really, might, because me, Mickey, and Lil, we didn't come here alone. Oh no. And trust me, you wouldn't want to mess with our designated driver."

The android extended his blade, with a little cogged wheel spinning at the end. Rose gulped. "E-Ever heard of the Daleks? Remember them? They had a name for our friend. They had myths about him, and a name. They c-called him the—"

Lilith had to hold in ecstatic laughter as the Doctor stumbled in singing with his tie wrapped around his head and a glass of 'wine' in his hand. "Have you met the French? My god, they know how to party!"

"Oh, look at what the cat dragged in. The Oncoming Storm." Rose said sarcastically.

"Oh, you sound just like your mother."

"What've you been doing?" she demanded. "Where've you been?"

"Well, among other things, I think just invented the banana daiquiri a few centuries early. Do you know they've never even seen a banana before?" He leaned in close to the blond. "Always take a banana to a party, Rose. Bananas are good."

'Bananas? Really?'

'Shut it, you.' "Oh ho, ho, ho, ho, brilliant. It's you." He said, as if just noticing the droids. "You're my favorite, you are. You are the best! Do you know why? Because you're so thick. You're Mister Thick Thick Thickity Thick Face from Thicktown, Thickania." He turned away, and then added as an afterthought, "And so's your dad."

Lilith rolled her eyes.

"Do you know what they were scanning Reinette's brain for?" the Doctor laughed. "Her milometer. They want to know how old she is. Know why? Because this ship is thirty-seven years old, and they think that when Reinette is thirty-seven, when she's complete, then her brain will be compatible.

"So, that's what you're missing, isn't it, hmm?" he got in one of the droid's faces. "Command circuit. Your computer. Your ship needs a brain. And for some reason, God knows what, only the brain of Madame de Pompadour will do."

"The brain is compatible." The droid by Rose intoned.

"Compatible? If you believe that, you probably believe this is a glass of wine." The Doctor removed the android's mask and poured the contents of the goblet into its head. The clockwork seizes up. "Multigrain anti-oil." He said, clearly completely sober. "If it moves, it doesn't."

The Doctor found the android off switch on the console. "Right, you three, that's enough lying about. Time we got the rest of the ship turned off."

He freed Lilith first, then Rose, and then Mickey.

"Are those things safe?" Mickey asked.

"Yeah. Safe. Safe and thick, way I like them. Okay. All the time windows are controlled from here. I need to close them all down." He checked his pockets frantically. "Zeus plugs. Where are my Zeus plugs? I had them a minute ago. I was using them as castanets."

"Why didn't they just open a time window to when she was thirty-seven?" Rose wondered.

"With the amount of damage to these circuits, they did well to hit the right century." Lilith said. "It was trial and error after that."

The Doctor frowned. "The windows aren't closing. Why won't they close?"

A bell rang. "What's that?"

"I don't know. Incoming message?" the Doctor replied.

"From who?" Mickey asked.

"Report from the field." Lilith realized. One of them must still be out there with Reinette. That's why you can't close the windows. There's some sort of override."

The first android reactivated and expelled the anti-oil out through its finger onto the floor.

"Well, that was a bit clever." the Doctor said. The off switch moved itself to on again. "Right. Many things about this are not good. Message from one of your little friends? Anything interesting?"

"She is complete." The droid said. "It begins."

All the androids teleported out. "What's happening?" Rose asked.

Lilith swore in Gallifreyan. "One of them must have found the right time window. Now it's time to send in the troops. And this time they're bringing back her head."

* * *

"You found it, then?" Rose asked, coming over.

"They knew I was coming. They blocked it off."

"I don't get it. How come they got in there?"

"They teleported." the Doctor explained. "You saw them. As long as the ship and the ballroom are linked, their short range teleports will do the trick."

"Can't go in the TARDIS?" Mickey questioned.

Lilith shook her head. "We can't use the TARDIS. We're part of events now."

"Well, can't we just smash through?"

"Hyperplex this side, plate glass the other." the Doctor said. "We need a truck."

"We don't have a truck."

"I know we don't have a truck!" he shouted.

"Well, we've got to try something." Rose protested.

"No. Smash the glass; smash the time window. There'd be no way back."

"Yes, there is." Everyone looked at Lilith.

The Doctor furrowed his eyebrows. "It's the last and only time window we could use. When it's gone, it gone."

"And if we can't use the TARDIS…" Rose added.

"We're part of events, that's why we can't use the TARDIS." Lilith agreed. "But that 'part of events' rule doesn't apply to my vortex manipulator."

The Doctor's eyes widened. "If I go to France, you can come pick me up."

Rose looked at him. "You won't be stuck there?" she asked. "You'll be able to come back?" The Doctor nodded. "Then do it."

"What about getting through in the first place?" asked Mickey. "We still don't have a truck."

"No." the Doctor said. "But we have a horse."

Lilith watched as the Doctor rode the horse through the time window and watched as it shattered. Rose looked at Lilith. "Now go get him before he does something stupid.

Lilith grinned and pressed a button on her vortex manipulator.

In a flash, she was standing in the back of a ballroom. "They've stopped." the Doctor was saying. "They have no purpose now."

"And that's my cue." Lilith said loudly, flouncing up to the Doctor and Reinette. "Doctor, Madam de Pompous-ass."

"Pompadour." the Doctor corrected.

"That too." Lilith said dismissively. "Ready to go, Doctor?"

"Reinette," the Doctor said formally. "It's been a pleasure, but I have to go." He put his hand on Lilith's vortex manipulator.

Lilith gave Reinette a smile. "Goodbye."

"Goodbye, Fireplace Girl."

Lilith pressed the button and in a flash, they were back on the ship and Rose was crushing the Doctor in a hug. Lilith raised an eyebrow at Mickey.

"You've been gone for five and a half hours." He said.

She rubbed the back of her neck. "Ah, well, it is a homemade vortex manipulator. Even I'm not perfect."

"We figured out why they needed Reinette's head." Rose said.

"Why?" the Doctor asked.

"The ship? It's called the SS Madam De Pompadour."

They all laughed as they filed into the TARDIS. Lilith and the Doctor did their dance around the console and the ship dematerialized. Team TARDIS was off on their next adventure.


	13. Parallel Worlds Part 1

The Doctor and Rose were cuddled up on the jump seat while Mickey was holding down a button.

"And that weird munchkin lady with the big eyes? Do you remember?" the Doctor recalled. "The way she looked at you! And then she opens her mouth and fire comes out!"

"I thought I was going to get frazzled!" Rose laughed.

"Yeah. One minute she's standing there, and the next minute roar!"

"Yeah. Where was that, then? What happened?" Mickey asked.

"Oh, it was on this er, this er planet thing. Asteroid. It's a long story. You—

"Had to be there." Lilith finished for him, joining them in the console room. She twirled around, letting her new ankle-length dress flow outwards. "What do you think?"

Mickey looked at her. "Why the style change?" he asked.

Lilith shrugged. "I felt like wearing blue and my shorter, TARDIS blue dress still had slime on it." She made a face. "Um, what are you doing that for?" she nodded to the button he was holding down.

"Because he told me to." Mickey said.

"When was that?" the Doctor frowned.

"About half an hour ago."

"Er, you can let go now."

Lilith giggled as Mickey's face. "Well, how long's it been since I could've stopped?"

"Ten minutes? Twenty?" the Doctor rubbed the back of his neck. "Twenty nine?"

"You just forgot me!" Mickey cried while Rose and Lilith dissolved into laughter.

"No, no, no. I was just, I was, I was calibrating. I was just. No, I know exactly what I'm doing." And with that, the time rotor blew up.

Sparks emitted from the console and the light flickered. Lilith could feel the TARDIS screaming in her mind.

"What's happened?" Rose shouted.

"The time vortex is gone! That's impossible!" the Doctor yelled. "It's just gone! Brace yourself! We're going to crash!"

The TARDIS came to a sudden stop, and gas masks dropped from the ceiling. The power was off; everything was off. A feeling of dread settled itself in Lilith's stomach.

"Everyone all right?" the Doctor asked. "Rose? Lilith? Mickey?"

"I'm fine. I'm okay. Sorry. Yeah."

"She's dead." Lilith breathed, studying the console. "The TARDIS is dead."

"You can't fix it?" Rose asked hesitant;y.

The Doctor stood there, shell shocked. Lilith slipped her hand into his. "There's nothing to fix. She's perished. The last TARDIS in the universe…extinct."

"We can get help, yeah? We've landed. We've got to be somewhere." Rose voice became panicky.

The Doctor shook his head. "We fell out of the vortex, through the void, into nothingness. We're in some sort of no place. The silent realm; the lost dimension."

The dread she was feeling increased tenfold when Lilith figured out where they were. Through the void. It was the first time her parents had crossed the void.

Mickey opened the door. "Otherwise known as London." He laughed and stepped outside. The three others followed out into the sunlight. "London, England, Earth. Hold on." He picked up a discarded newspaper. "First of February this year not exactly far flung, is it?"

"So this is London." the Doctor said dubiously.

"Yep." Mickey confirmed.

"Your city."

"That's the one."

"Just as we left it."

"Bang on."

"And that includes the Zeppelins?"

They all looked up. Massive airships passed overhead. "What the hell?"

"That's beautiful." Rose breathed.

"Okay, so it's London with a big international Zeppelin festival." Mickey reasoned.

"This is not your world." the Doctor said darkly.

Lilith shuddered. She didn't want to be there. Not in that world, the world that stole her mother, the world that she was going to have to go to on her own eventually. No, parallel London was the last place Lilith wanted to be.

"Where everything's the same but a little bit different, like, I don't know, traffic lights are blue, Tony Blair never got elected." Mickey was saying.

"And he's still alive." Rose was staring at an advertisement for Vitex Lite, cherry flavour, starring Pete Tyler. "A parallel world and my dad's still alive."

"Don't look at it, Rose." the Doctor said lowly. "Don't even think about it. This is not your world."

"But he's my dad and…" She touches the poster, triggering a short film.

"Trust me on this." The poster said.

"Well, that's weird. But he's real. He's a success. He was always planning these daft little schemes. Health food, drinks and stuff. Everyone said they were useless. But he did it."

The Doctor grabbed Rose's shoulders. "Rose, if you've ever trusted me, then listen to me now. Stop looking at it. Your father's dead. He died when you were six months old. That is not your Pete. That is a Pete. For all we know, he's got his own Jackie, his own Rose, his own daughter who is someone else, but not you. You can't see him. Not ever."

"Trust me on this. Trust me on this. Trust me on this. Trust me on this."

* * *

Lilith sat on the jump seat silently while the Doctor searched in vain for something to bring the TARDIS back to life. Mickey wandered in to the ship. "I told you to keep an eye on her." He snapped.

"She's all right." Mickey said.

"She goes wandering off. Parallel world, it's like a gingerbread house. All those temptations calling out."

"Oh, so it's just Rose, then? Nothing out there to tempt me?" Mickey snapped.

"Well, I don't know, I can't worry about everything. If I could just get this thing to—" The Doctor kicked the console.

Lilith rolled her eyes. "Did that help?"

"Yes." the Doctor said snippily.

"Did it hurt?"

He sunk onto the jump seat next to her. "Yes. Ow." He sighed. "We're not meant to be here. The TARADIS draws it's power from the universe, but it's the wrong universe. It's like diesel in a petrol engine."

"But I've seen it in comics. People go hopping from one alternative world to another. It's easy." Said Mickey.

Lilith shook her head. "Not in the real world. It used to be easy. When the Time Lords kept their eye on everything, you could hop between realities and be home in time for dinner. Then they died, and took it all with them. The walls of reality closed, the worlds were sealed."

"Then how did we get here?" he wondered.

"I don't know. Accident?" the Doctor pinched the bridge of his nose. "Should've been impossible. Now we're trapped." He frowned and leaned forward. "What's that?"

"What?"

"That, there." He pointed to a tiny green light. "Is that a reflection? It's a light! Is it? Is that a light? I think that's a light. That's all we need. We've got power! Guys, we've got power! Ha!" He moved the grating and crawled down below to console. "It's alive!"

"What is it?" Mickey asked.

"It's nothing. It's tiny. One of those insignificant little power cells that no one ever bothers about, and it's clinging onto life, with one little ounce of reality tucked away inside."

"Enough to get us home?" asked Lilith.

"Not yet. I need to charge it up."

"We could go outside and lash it up to the National Grid." Mickey suggested.

"Wrong sort of energy." Lilith said. "It's got to come from our universe."

"But we don't have anything."

"There's me." The Doctor cradled the green light in his hands and blows on it. It glowed a bit brighter. "I just gave away ten years of my life. Worth every second."

It started to dim. "It's going out. Is that okay?"

"It's on a recharging cycle." the Doctor explained. "It'll loop round, power back up and be ready to take us home in, ooh, twenty four hours?"

"So that gives us twenty four hours on a parallel world?" Mickey clarified.

"Shore leave. As long as we keep our heads down. Easy. No problem. Let's go and tell her."

"Way ahead of you!" Lilith was already out the door and running down to the bench where Rose sat. "You okay there, Tyler?"

The Doctor sauntered over. "There you are. You all right? No applause. I fixed it. Twenty four hours, then we're flying back to reality." Rose didn't respond to either of them. "What is it?"

"My phone connected." Rose said quietly. "There's this Cybus Network. It finds your phone. It gave me Internet access."

"Rose, whatever it says, this is the wrong world." the Doctor said.

"I don't exist."

"What do you mean?" Lilith asked gently.

"There's no Rose Tyler. I was never born. There's Pete, my dad, and Jackie. He still married mum but they never had kids."

"Oh, Rose."

"They're rich." Rose laughed. "They've got a house and cars, and everything they want. But they haven't got me. I've got to see him."

"You can't." the Doctor said.

"I just want to see him."

"I can't let you."

"You just said twenty-four hours!" Rose protested.

"You can't become their daughter," the Doctor insisted. "That's not the way it works. Lilith, tell her!"

Lilith bit her lip. "I don't think that's what she's asking for, Doctor."

Mickey stood up. "Twenty four hours, yeah?"

"Where're you going?" the Doctor demanded.

"Well, I can do what I want." Mickey said, baking away.

"I've got the address and everything." Rose said.

"Stay where you are, both of you. Rose, come back here! Mickey, come back here right now!"

"I just want to see him."

"Yeah, I've got things to see and all."

"Like what?"

"I'm sorry. I've got to go." Rose dashed away

"Tyler, wait!" Lilith ran after her. "Tyler! Rose!" She caught up with her.

"You're not changing my mind, Lil." Rose said firmly.

Lilith linked her arm through Rose's. "Nah, I'm just tagging along. Don't want you to be alone in this."

The Doctor caught up with them after a few moments and the three of them strolled down the streets, arm in arm.

"Mickey's mum just couldn't cope." Rose explained. "His dad hung around for a while, but then he just sort of wandered off. He was brought up by his gran. She was such a great woman. God, she used to slap him! And then she died. She tripped and fell down the stairs. It's about five years ago now. I was still in school."

"I never knew." the Doctor said, contritely.

"You never asked." Lilith reminded him.

"You never said." He countered.

"That's Mickey." Rose sighed. "I suppose I, we just take him for granted. Do you think she's still alive, his gran?"

"Could be." the Doctor shrugged. "Like I said, parallel world, gingerbread house. We need to get out of here as fast as we can."

There was a beeping sound and everyone froze. No one moved an inch.

"What're they all doing?" Rose asked. "They've stopped."

Everyone's ear pods flashed. "It's the earpieces." the Doctor said. "Like Bluetooth attachments, but everyone's connected together."

Rose took out her phone. "It's on my phone. It's automatic, look. It's downloading. Is this what they're all getting? News, international news, sports, weather."

"They get it direct. Downloaded right into their heads. Everyone shares the same information. A daily download published by Cybus Industries."

The people laugh all laughed at the daily 'joke, and then continue about their business as if nothing had happened. "You lot, you're obsessed. You'd do anything for the latest upgrade."

"Oi, not my lot." Rose protested. ""Different world, remember."

"It's not so far off your world. This place is only parallel." The Doctor continued messing with Rose's phone. "Oh, look at that. Cybus Industries, owners of just about every company in Britain, including Vitex. Mister Pete Tyler's very well connected." Rose grinned at the Doctor. "Oh, okay. I give up. Let's go and see him."


	14. Parallel Worlds Part 2

Lilith tried, and nearly failed, to hold in her laughter as Rose and the Doctor entered the room in their serving outfits. Having been wearing something suitably formal, Lilith had been welcomed as a guest whereas the other two were ushered towards the staff entrance.

"We could've been anyone." Rose said through gritted teeth as the Time Lady approached. "Celebrities. Sir Doctor and Dame Rose."

"It got you in, didn't it?" Lilith said with a mocking smile. "Besides, if you want to know what's going on, work in the kitchens."

"That's what the Doctor said." Pouted Rose.

"Excuse me! Thank you very much. Thank you if I could just have your attention, please?" Came Pete Tyler's voice from the other room. The Doctor fell into step beside them as Rose and Lilith walked into the main hall where Pete was standing on the staircase. Um, I'd just like to say thank you to you all, for coming on this, this very special occasion. My wife's thirty-ninth." He gave one of his Vitex thumbs-ups. "Trust me on this. And so, without any further ado, here she is, the birthday girl, my lovely wife, Jackie Tyler."

Jackie made her entrance in a skintight black dress. Everyone applauded. "Now, I'm not giving a speech. That's what my parties are famous for. No work, no politics, just a few good mates and plenty of black market whisky. Pardon me, Mister President. So, yeah, get on with it. Enjoy, enjoy."

"You can't stay. Even if there was some way of telling them." The Doctor said quietly to Rose.

"Course I can't." She said quickly. "I've still got Mum at home, my real mum. I couldn't just leave her, could I. It's just; they've got each other. Mum's got no one."

"She's got you. Those two haven't." Lilith told her comfortingly. "All these different worlds, not one of them gets it right."

"Rose! There's my little girl!" Jackie cooed as a little terrier came running over to her. "Come to mummy, come to mummy! Yes, good girl! Good girl, aren't you?"

The Doctor laughed, but sobered at Rose and Lilith's dirty looks. "Sorry."

Party guests kept milling around as Rose went off to continue her job serving. Lilith and the Doctor snuck off to investigate. In what Lilith assumed was Pete's office, they found a computer. The Doctor played a video.

Lilith didn't listen to it; she remembered what came next in the story. The advisory they were up against that time. "Doctor…" she said slowly, watching the horror dawn on his face. He darted out of the room and Lilith followed on his heels.

'Rose!' He broadcasted. 'Rose, where are you?'

They found her looking out a window at the approaching mass of creatures. "It's happening again." He breathed.

"You've seen them before?" Rose asked. Both Lilith and the Doctor nodded. "What are they?

"Cybermen." Lilith spat.

CRASH! One of the Cybermen smashed through a window; others came in through different points in the house. The guests were surrounded in the main room.

"What are they, robots?" Rose asked quietly.

"Worse than that." the Doctor growled.

"They used to be people." Lilith said.

"People?"

"They were, until they had all their humanity taken away." the Doctor explained. "That's a living brain jammed inside a cybernetic body, with a heart of steel. All emotions removed."

"Why no emotions?"

"Because it hurts."

" **We have been upgraded.** " One of the Cybermen said.

"Into what?" the Doctor asked.

" **The next level of mankind. We are Human point two. Every citizen will receive a free upgrade. You will become like us.** "

"I'm sorry. I'm so sorry for what's been done to you," the President of Britain said. "But listen to me. This experiment ends tonight."

" **Upgrading is compulsory.** "

"And if I refuse?"

"Don't." the Doctor warned.

"What if I refuse?"

"I'm telling you, don't."

"What happens if I refuse?"

" **Then you are not compatible.** " The Cyberman said.

"What happens then?"

" **You will be deleted.** " The Cyberman put its hand on the President's neck, and electrocuted him.

The Doctor grabbed Rose and ran, Lilith right behind them. She could hear the guests scream as they were killed. "There's nothing we can do!"

"My mum's in there!" Rose protested.

"She's not your mother! Now come on!" the Doctor shouted.

A row of Cybermen stopped them from running across the lawn. They turn back and run around the side of the house as Pete came out through the window.

"Pete!" Rose yelled. "Pete!"

Pete followed the Doctor, Lilith, and Rose. "Pete, is there a way out?" the Doctor asked.

"The side gates. Who are you? How do you know so much?"

"You wouldn't believe it in a million years."

More Cybermen cut them off. Two armed figures came running across the lawn in front of the floodlights. "Who's that?"

"Get behind me!" One of them yelled. They opened fire on the Cybermen, but the bullets just bounced off. The Cybermen stopped.

"Oh my God, look at you." Rose hugged one of them, Mickey. Thought Lilith somehow knew it was Rickey, the parallel one. "I thought I'd never see you again!"

"Yeah, no offence, sweetheart, but who the hell are you?" Rickey asked.

"Rose!" The actual Mickey came running over. "That's not me. That's like the other one."

"Oh, as if things weren't bad enough," the Doctor said frustrated. "There's two Mickey's."

"It's Ricky." Said the one on Rose's right.

"Micks and Ricks." Lilith made a face. "No, that doesn't sound right."

"Don't ever call me Ricks." Rickey warned her.

"Can we focus?" Mickey demanded. "There's more of them."

"We're surrounded."

"Put the guns down. Bullets won't stop them." the Doctor said. Jake started shooting. The Doctor stopped him. "No! Stop shooting, now. We surrender! Hands up. There's no need to damage us. We're good stock. We volunteer for the upgrade program. Take us to be processed."

" **You are rogue elements.** " One Cyberman said.

"But we surrender."

" **You are incompatible.** "

"But this is a surrender." the Doctor protested.

" **You will be deleted.** " The Cyberman intoned.

"But we're surrendering! Listen to me; we surrender!"

" **You are inferior. Man will be reborn as Cyberman, but you will perish under maximum deletion.** " The Cybermen hold out their deadly arms towards the group. " **Delete. Delete. Delete.** "

Mentally, Lilith swore in Gallifreyan.


	15. and Parallel People Part 1

" **You are inferior. Man will be reborn as Cyberman, but you will perish under maximum deletion.** " The Cybermen hold out their deadly arms towards the group. " **Delete. Delete. Delete.** "

Mentally, Lilith swore in Gallifreyan.

The Doctor pointed the recharging TARDIS power cell at the Cybermen, who get bent backwards then atomized by golden energy.

"What the hell was that?" Rickey asked.

"We'll have that instead. Run!"

A van's horn sounded. "Everybody, in!"

"I've got to go back. My wife's in there!" Pete protested.

"Anyone inside that house is dead. If you want to help, then don't let her die for nothing. You've got to come with us right now." The Doctor ushered Pete into the van.

"Come on! Get a move on!" the woman behind the wheel yelled.

"Tyler," Lilith said, taking Rose's hand. "She's not your mother."

Rose nodded. "I know."

"Come on." They got in the back of the van,

"Finished chatting? Never seen a slower getaway in my life!"

"What was that thing?" Rickey demanded as they drove away.

"Little bit of technology from my home." the Doctor said.

"It's stopped glowing." Mickey noted. "Has it run out?"

The Doctor shook his head. "It's on a revitalizing loop. It'll charge back up in about four hours." He stuffed it back in his pocket.

"Right. So, we don't have a weapon anymore."

"Yeah, we've got weapons." Jake said. "Might not be one of those metal things, but they're good enough for men like him." He glared at Pete.

"Leave him alone. What's he done wrong?" Rose protested.

"Oh, you know, just laid a trap that's wiped out the Government and left Lumic in charge."

"If I was part of all that, do you think I'd leave my wife inside?" Pete demanded.

"Maybe your plan went wrong. Still gives us the right to execute you, though."

"Prick." Lilith coughed as the Doctor snapped, "Talk about executions, you'll make me your enemy. And take some really good advice. You don't want to do that."

"All the same," Rickey said. "We have evidence that says Pete Tyler's been working for Lumic since twenty point five."

"Is that true?" Rose asked her parallel father quietly.

"Tell them, Mrs. M."

"We've got a government mole who feeds us information." Said the woman driving the van. "Lumic's private files, his South American operations, the lot. Secret broadcasts twice a week."

"Broadcast from Gemini?" Pete said quickly.

"And how do you know that?" Rickey sneered.

"I'm Gemini. That's me."

"Yeah, well you would say that."

"Encrypted wavelength six five seven using binary nine. That's the only reason I was working for Lumic. To get information. I thought I was broadcasting to the Security Services. What do I get? Scooby Doo and his gang. They've even got the van."

"No, no, no. But the Preachers know what they're doing." Mickey said. "Rickey said he's London's Most Wanted."

"Yeah, that's not exactly…" the parallel man trailed off.

"Not exactly what?" Mickey asked.

"I'm London's Most Wanted for parking tickets."

"Parking tickets." Lilith snickered.

"Yeah, they were deliberate." Rickey said defensively. "I was fighting the system. Park anywhere, that's me."

"Good policy. I do much the same." the Doctor said brightly. "I'm the Doctor, by the way, if anyone's interested."

"I'm Lilith."

"And I'm Rose. Hello." Rose gave a little wave."

"Even better. That's the name of my dog." Pete said. "Still, at least I've got the catering staff on my side."

"Little rude there, Mr. Tyler." Lilith snorted.

"They took my wife."

"She might still be alive."

"That's even worse. Because that's what Lumic does. He takes the living and he turns them into those machines."

"Cybermen," the Doctor clarified. "They're called Cybermen. And I'd take those ear pods off, if I were you. You never know. Lumic could be listening." Pete handed the ear pods to the Doctor and he zapped them with his sonic screwdriver. "But he's overreached himself. He's still just a businessman. He's assassinated the President. All we need to do is get to the city and inform the authorities. Because I promise you, this ends tonight."

"What the hell?" Jake said, getting out of the van.

"What's going on?" Rickey asked, right behind him.

The people were walking like zombies, all headed in one direction.

"It's the ear-pods. Lumic's taken control." the Doctor said.

"Creepy." Lilith muttered, studying the blank expressions of the people. "It's straight out of a sci-fi movie."

"Can't we just, I don't know, take them off?" Rose suggested.

"Don't!" the Doctor warned. "Cause a brainstorm. Human race. For such an intelligent lot, you aren't half susceptible. Give anyone a chance to take control and you submit. Sometimes I think you like it. Easy life."

"Oi!"

"Hey," Jake called quietly. "Come and see."

Around the corner were more people, and a squad of Cybermen.

"Where are they all going?" Rose wondered.

"Lumic must have a base of operations." Lilith mused.

"Battersea." Pete confirmed. "That's where he was building his prototypes."

"Why's he doing it?"

"He's dying. This all started out as a way of prolonging life, of keeping the brain alive at any cost."

Rose frowned. "The thing is, I've seen Cybermen before, haven't I? The head. Those handle shapes in Van Statten's museum."

The Doctor nodded. "There are Cybermen in our universe. They started on an ordinary world just like this, then swarmed across the galaxy. This lot are a parallel version, and they're starting from scratch right here on Earth."

"Makes you wonder what else exists in the universe." Lilith murmured, shuddering at the thought.

"What the hell are you two on about?" Pete asked.

"Never mind that." Rickey cut in. "Come on, we need to get out of the city. Okay, split up. Mrs. Moore, you look after that bloke. Jake, distract them. Go right, I'll go left. We'll meet back at Bridge Street. Move."

"I'm going with him." Mickey kissed Rose on the cheek and followed Rickey.

"Come on, let's go." Mrs. Moore said.

"There!" They took off running down a side street.

They were the first to make it to the rendezvous point. Jake came running over next. "I ran past the river. You should have seen it. The whole city's on the march. Hundreds of Cybermen all down the Thames."

One of the look a likes ran up.

"Here he is!" Jake's smiled slipped away we=hen he noticed that the man was alone. "Which one are you?"

"I'm sorry. The Cybermen. He couldn't."

"Are you Ricky?" he demanded. "Are you Ricky?"

"Mickey, that's you, isn't it?" Rose said quietly.

Mickey hugged Rose, and then turned to Jake. "He tried. He was running. There was too many of them."

"Shut it."

"There was nothing I could do."

"I said just shut it. Don't even talk about him." Jake snapped. "You're nothing, you are. Nothing."

"We can mourn him when London is safe. But now, we move on." the Doctor said.

* * *

They stood on the embankment looking across the water at Battersea. "The whole of London's been sealed off, and the entire population's been taken inside that place. To be converted."

"We've got to get in there and shut it down." Rose said.

"How do we do that?" asked Mickey.

"Oh, I'll think of something." the Doctor said.

"You're just making this up as you go along!" Mickey accused.

"Yep." the Doctor responded, popping the p. "But I do it brilliantly."

Mrs. Moore took out a laptop and pulled up a diagram of a factory. "That's a schematic of the old factory. Look. Cooling tunnels underneath the plant. Big enough to walk through."

"We go under there and up into the control center?" Lilith guessed, pointing to a route on the screen. Mrs. Moore nodded.

"There's another way in." Everyone turned to Pete. "Through the front door. If they've taken Jackie for upgrading, that's how she'll get in."

"We can't just go strolling up." Jake pointed out.

"Or we could, with these." Mrs. Moore pulled out a pair of ear pods. "Fake ear pods. Dead. No signal. But put them on, the Cybermen would mistake you for one of the crowd."

"Then that's my job."

"You'd have to show no emotion, none at all." the Doctor warned. "Any sign of emotion would give you away."

"How many of those you got?" Rose asked Mrs. Moore.

"Just two sets."

"Okay. If that's the best way of finding Jackie, then I'm coming with you." She decided.

Pete looked at her. "Why does she matter to you?"

"We haven't got time. Doctor, I'm going with him, and that's that."

"No stopping you, is there?" the Doctor asked.

Rose shook her head. "No."

He tossed her the fake ear pods. "Tell you what. We can take the ear pods at the same time. Give people their minds back so they don't walk into that place like sheep. Jakey-boy? Lumic's transmitting the control signal. It must be from over there."

He waved his sonic screwdriver in the direction of the power station. The Zeppelin is parked on top, with a circle of red lights blinking on its bow. "There it is. On the zeppelin, you see? Great big transmitter. Good thing Lumic likes showing off. Reckon you could take it out?"

"Consider it done." Jake nodded.

"Mrs. Moore, would you care to accompany Lilith and I into the cooling tunnels?"

"How could I refuse an offer of cooling tunnels?"

"We attack on three sides, then." Lilith concluded. "Above, between, and below. We get to the control center and we stop the conversion machines."

"What about me?" Mickey asked.

"Mickey, you can… er…" the Doctor rubbed the back of his neck.

"What, stay out of trouble? Be the tin dog?" Mickey snorted. "No, those days are over. I'm going with Jake."

"I don't need you, idiot." Jake snapped.

"I'm not an idiot! You got that? I'm offering to help."

"Whatever." Jake stalked off and Mickey followed.

"Micks!" Lilith called after him. He looked back. "Good luck."

"Yeah, you too. Rose, I'll see you later."

"Yeah, you'd better." She said.

The Doctor shot him a grin. "If we survive this, I'll see you back at the TARDIS."

"That's a promise." Mickey walked off.

The Doctor hugged Rose. "Good luck."

"Good luck."

* * *

"It's freezing." Mrs. Moore complained as they descended into the cooling tunnels.

"Any sign of a light switch?" Lilith asked.

"Can't see a thing. But I've got these. A device for every occasion." She handed Lilith a headband with a flashlight on it.

"Ooh."

"Put it on."

"Haven't got a hotdog in there, have you?" the Doctor asked. "I'm starving."

"Of all the things to wish for." Mrs. Moore laughed. "That's mechanically recovered meat."

"I know. It's the Cyberman of food, but it's tasty."

"A proper torch as well." She pulled out an actual flashlight and handed it to the Doctor.

He flicked the light on. "Let's see where we are." There were Cybermen ranged along both sides of the tunnel. "Already converted, just put on ice. Come on." He tapped on one Cyberman's face. No reaction.

"Go slowly." Lilith suggested. "Keep an eye out for trip systems and things."

"How did you get into this, then?" the Doctor asked after a stretch.  
Rattling along with the Preachers?"

"Oh, I used to be ordinary." Mrs. Moore said. "Worked at Cybus Industries, nine to five, till one day, I find something I'm not supposed to. A file on the mainframe. All I did was read it. Then suddenly I've got men with guns knocking in the middle of the night. Life on the run. Then I found the Preachers. They needed a techie, so I, I just sat down and taught myself everything."

"What about Mr. Moore?"

"Well, he's not called 'Moore'. I got that from a book, Mrs. Moore. It's safer not to use real names. But he thinks I'm dead. It was the only way to keep him safe. Him and the kids. What about you? Got any family, or?"

"Lilith and I have Rose. Who else do we need?" the Doctor shrugged. "We've got the whole world on our shoulders. Go on, then. What's your real name?"

"Angela Price." Mrs. Moore said after a moment. "Don't tell a soul."

"Not a word."

None of the three noticed the Cyberman behind Lilith turn to watch them walk away.


	16. and Parallel People Part 2

"Doctor, did that one just move?" Mrs. Moore asked suddenly.

"It's just the torchlight. Keep going; come on." He said and they continued walking. A Cyberman moved near them. "They're waking up. Run!" They ran along the row, which fell in behind them and started clomping along. They got to a ladder at the end of the tunnel.

"Get up! Quick! They're coming! Open it! Open it!"

The Doctor opened the trapdoor.

"Get up! Quick! Quick!" insisted Mrs. Moore.

"Come on! Come on!" the Doctor called.

They beat the Cybermen up the ladder and closed the trapdoor again. The Doctor sealed it with the screwdriver. "Oh, good team, girls." He said with a grin. They continued down a random corridor until another Cyberman stopped them.

" **You are not upgraded.** "

"Yeah? Well, upgrade this." Mrs. Moore threw a small rod with copper wire wrapped around it at the Cyberman. It stuck to the metal and the Cyberman jerked, then sparked and collapsed.

"What the hell was that thing?" Lilith asked,

"Electromagnetic bomb. Takes out computers, I figured it might stop the cyber-suit."

"You figured right." the Doctor said. "Now, let's have a look. Know your enemy. A logo on the front. Lumic's turned them into a brand. Heart of steel, but look." He removed the logo boss on the chest. Inside was not just electronics.

Mrs. Moore made a face. "Is that flesh?"

"Hmm. Central nervous system. Artificially grown then threaded throughout the suit so it responds like a living thing. Well, it is a living thing. Oh, but look. Emotional inhibitor. Stops them feeling anything."

"But why?" Mrs. Moore asked.

"It's still got a human brain." Lilith explained. "Imagine its reaction if it could see itself, realize itself inside this thing. They'd go insane."

"So they cut out the one thing that makes them human."

"Because they have to."

" **Why am I cold?** " the Cyberman asked.

"Oh, my God. It's alive. It can feel."

"We broke the inhibitor." the Doctor said. "I'm sorry. I'm so sorry."

" **Why so cold?** "

"Can you remember your name?"

" **Sally. Sally Phelan.** "

"You're a woman." Mrs. Moore breathed.

" **Where's Gareth?** "

"Who's Gareth?" she asked.

" **He can't see me.** " The Cyberman said. " **It's unlucky the night before.** "

"You're getting married." Lilith said quietly.

" **I'm cold. I'm so cold.** "

"It's all right. You sleep now, Sally. Just go to sleep." the Doctor put the sonic screwdriver inside the chest cavity and switched her off. "Sally Phelan didn't die for nothing, because that's the key. The emotional inhibitor. If we could find the code behind it, the cancellation code, then feed it throughout the system into every Cyberman's head, they'd realize what they are."

"And what happens then?" Mrs. Moore asked.

"I think it would kill them. Could we do that?"

"We've got to. Before they kill everyone else. There's no choice, Doctor. It's got to be done." Mrs. Moore stood up. A Cyberman grabbed her shoulder and electrocuted her.

"No!" Lilith cried.

"You didn't have to kill her!" the Doctor shouted angrily.

" **Sensors detect binary vascular systems. You are unknown upgrades. You will be taken for analysis.** "

* * *

"I've been captured, but don't worry, Rose and Pete are still out there. They can rescue me. Oh well, never mind." the Doctor deadpanned as they were led into what Lilith assumed was the control room. She elbowed him. He glared at her, and then turned to Rose. "You okay?"

"Yeah," she said. "But they got Jackie."

"We were too late." Pete said stiffly. "Lumic killed her."

"Then where is he, the famous Mister Lumic?" the Doctor asked. "Don't we get the chance to meet our Lord and Master?"

" **He has been upgraded.** " A Cyberman said.

"So he's just like you?"

" **He is superior. The Lumic Unit has been designated Cyber Controller.** "

A door opened and a Cyberman was wheeled out in an upgraded wheelchair.

" **This is The Age of Steel and I am its Creator.** "

Suddenly, screams were heard. Outside, people swarmed out of the factories.

"That's my friends at work. Good boys! Mister Lumic, I think that's a vote for free will." the Doctor said almost gleefully. He clicked his tongue.

" **I have factories waiting on seven continents. If the ear pods have failed, then the Cybermen will take humanity by force. London has fallen. So shall the world.** " The Cyber Controller intoned. " **I will bring peace to the world. Everlasting peace and unity and uniformity.** "

"And imagination? What about that?" the Doctor asked. "The one thing that lead you here, imagination, you're killing it dead!"

" **What is your name?** "

"I'm the Doctor."

" **A redundant title. Doctors need not exist. Cybermen never sicken.** "

"Yeah, but that's it. That's exactly the point!" the Doctor cried. "Oh, Lumic, you're a clever man. I'd call you a genius, except I'm in the room. But everything you've invented, you did to fight your sickness. And that's brilliant. That is so human. But once you get rid of sickness and mortality, then what's there to strive for, eh? The Cybermen won't advance. You'll just stop. You'll stay like this forever. A metal Earth with metal men and metal thoughts, lacking the one thing that makes this planet so alive. People. Ordinary, stupid, brilliant people."

" **You are proud of your emotions?** " the Cyber Controller asked.

"Oh, yes." the Doctor said.

" **Then tell me, Doctor. Have you known grief, and rage, and pain?** "

"Yes. Yes I have."

" **And they hurt?** "

"Oh, yes."

" **I could set you free. Would you not want that? A life without pain?** "

"You might as well kill me." the Doctor hissed.

" **Then I take that option.** "

"It's not yours to take! You're a Cyber Controller. You don't control me or anything with blood in its heart."

" **You have no means of stopping me. I have an army. A species of my own.** "

"You just don't get it, do you? An army's nothing." the Doctor spat. Because those ordinary people, they're the key. The most ordinary person could change the world." The Doctor glanced at a security camera and Lilith picked up on his plan. "Some ordinary man or woman, some idiot. All it takes is for him to find, say, the right numbers. Say the right codes. Say, for example, the code behind the emotional inhibitor. The code right in front of him. Because even an idiot knows how to use computers these days, knows how to get past firewalls and passwords, knows how to find something encrypted in the Lumic Family Database, under er. What was it, Pete? Binary what?"

"Binary nine." Pete supplied.

"An idiot could find that code. Cancellation code. And he'd keep on typing, keep on fighting. Do anything to save his friends.

" **Your words are irrelevant.** " The Cyber Controller snapped.

"Yeah, talk too much, that's my problem. Lucky I got you that cheap tariff, Rose, for all our long chats on your phone.

" **You will be deleted.** "

"Yes. Delete, control, hash. All those lovely buttons. Then, of course, my particular favorite, send. And let's not forget how you seduced all those ordinary people in the first place." Rose phone beeped. "By making every bit of technology compatible with everything else."

Rose held out her phone to the Doctor. "It's for you."

"Like this." The Doctor put the phone into a docking station. The code is transmitted and the Cybermen cried out in pain. Cybermen everywhere clutched their heads in pain. One near the Doctor caught sight of itself in a shiny piece of metal.

"I'm sorry." the Doctor said.

" **What have you done?** " the Cyber Controller demanded.

"I gave them back their souls. They can see what you've done, Lumic, and it's killing them!" the Doctor shouted.

He, Lilith, Rose and Pete ran out with the Cyber Controller yelling, " **Delete! Delete!** " behind them.

Everything in the factory was starting to explode, panicking Cyberman were everywhere, blocking the exits. "There's no way out!"

Rose suddenly put her phone to her hear. "It's Mickey!" she said. "He said head for the roof." They all ran off. Lilith snatched the phone from Rose.

"Micks, where did you learn to fly a freaking zeppelin?"

"PlayStation." He replied. A ladder dropped down from the zeppelin.

"You've got to be kidding!" Pete shouted.

Lilith grabbed the ladder and climbed up, Rose right behind her. The Doctor and Pete grabbed onto the ladder before the zeppelin started rising into the air, but, unfortunately, so did the cyber Controller.

"Pete!" the Doctor yelled. "Take this!" he dropped the sonic into Pete's hand. "Use it! Hold the button down! Press it against the rope! Do it!"

"Jackie Tyler! This is for her!" cried Pete as he used the sonic to break the rope. The Cyber Controller fell back to the roof, screaming as the factory exploded.

The group clung onto the rope ladder as the zeppelin flew away to safety.

* * *

Back in the TARDIS, Lilith sank onto the jump seat as the Doctor went about restoring power to their timeship. The Doctor beamed, looking around as the lights came on. "Brilliant." He said. He went over to the door and poked his head outside. "Rose?" Lilith followed him out into parallel London. " We've only got five minutes of power, we got to go."

Rose said something to Pete, who shook his head and left just as Mickey and Jake came over.

"Here it is. I found it. Not a crease." Mickey handed the Doctor a pile of clothes.

"My suit!" he grinned. "Good man. Now then, Jake, we've got to run. But one more thing: Mrs. Moore. Her real name was Angela Price. She's got a husband out there, and children. Find them. Tell them how she died saving the world."

"Yeah, course I will." Jake nodded.

"Off we go, then." Lilith said, clapping her hands.

"Er, thing is, I'm staying." Mickey said hesitantly

The Doctor frowned. "You're doing what?"

"You can't." Rose protested.

"It sort of balances out, because this world lost its Ricky, but there's me. And there's work to be done with all those Cybermen still out there." Mickey reasoned.

Rose shook her head. "But you can't stay."

"Rose, my gran's here. She's still alive. My old gran, remember her?"

"Yeah."

"She needs me."

"What about me? What if I need you?"

"Yeah, but Rose, you don't. It's you and him, isn't it. We had something a long time ago, but not anymore." Mickey hugged her.

Rose pulled back and wiped away a tear. He turned to Lilith. "Mickey Smith." She said with a smile, stepping forward and hugging him too. "You find a way back." She whispered in his ear. "You'll see her again."

"Doctor." Mickey said, turning to face the last of the trio.

The Doctor shook Mickey's hand. "Take Rose's phone. It's got the code. Get it out there. Stop those factories. And good luck, Mickey the idiot."

"Watch it." Mickey warned, voice breaking.

The Doctor went back into the TARDIS. "Goodbye, Micks." Lilith said and followed.

You're being stupid and emotional. Lilith told herself, wiping away a tear as she entered the ship. You'll see him again.

Rose came in, crying. Lilith wrapped her arms around her friend. "Come on, let's go home.

0oo0

Somewhere, in a different universe, Mickey Smith grinned. "Nothing wrong with a van. I once saved the universe with a big yellow truck."


	17. On a Wire Part 1

Rose stepped out of the TARDIS in full 50's gear, her hair up in a headband, and a jacket similar to Lilith's denim one. "I thought we'd be going for the Vegas era, you know the white flares and the, grr, chest hair." She said.

The Doctor poked his head out. "You are kidding, aren't you? You want to see Elvis, you go for the late fifties." He said. "The time before burgers. When they called him the Pelvis and he still had a waist. What's more, you see him in style."

He rode a TARDIS blue scooter out of the ship. He's wearing a white crash helmet and shades. Lilith sat behind him wearing a grey one.

"You going my way, doll?" the Doctor imitated Elvis's voice

"Is there any other way to go, daddy-o?" Rose grinned and slipped on pink sunglasses. "Straight from the fridge, man."

"Hey, you speak the lingo."

"Oh well, me, mum, Cliff Richard movies every Bank Holiday Monday." She got on the scooter behind Lilith and put on a pink crash helmet.

Lilith looked back at her. "I knew your mother would be a Cliff fan."

"Where we off to?" Rose asked as they rode off down the street.

"Ed Sullivan TV Studios. Elvis did Hound Dog on one of the shows. There were loads of complaints. Bit of luck, we'll just catch it." the Doctor replied.

"And that'll be TV studios in, what, New York?"

"That's the one." the Doctor pulled up by a red post box and they noticed the ton of Union Flag bunting strung between the houses.

"Ha!" Lilith laughed. "Digging that New York vibe."

"Well," the Doctor rubbed the back of his neck. "This could still be New York. I mean, this looks very New York to me. Sort of London-y New York, mind."

"What are all the flags for?" Rose wondered.

Down the street, people were taking an old school TV out of a van. "There you go, sir." A man said. "All wired up for the great occasion.

"The great occasion? What do you mean?" the Doctor asked.

The man looked at him. "Where've you been living, out in the Colonies? Coronation, of course."

"Which Coronation?" asked Lilith.

"What do you mean? The Coronation."

"It's the Queen's. Queen Elizabeth.

The Doctor's eyes widened. "Oh! Is this 1953?"

"Last time I looked." The man said. "Time for a lovely bit of pomp and circumstance, what we do best."

"Look at all the TV aerials." Rose said, looking around. "Looks like everyone's got one. That's weird. My nan said tellies were so rare they all had to pile into one house."

"Not around here, love. Magpie's Marvelous Tellies, only five quid a pop."

"Oh, but this is a brilliant year." the Doctor said excitedly. "Classic! Technicolor, Everest climbed, everything off the ration. The nation throwing off the shadows of war and looking forward to a happier, brighter future."

"Someone help me, please! Ted!" a woman yelled.

Two burly men in black suits dragged a person into the back of a car, with a blanket over their head.

"Leave him alone! He's my husband! Please." The woman pleaded.

"What's going on?" Lilith wondered.

A boy ran out of a different house. "Oi, what are you doing?" he demanded.

"Police business. Now, get out of the way, sir." Snapped one of the men.

"Who did they take?" Rose asked the boy. "Do you know him?"

"Must be Mister Gallagher." He told her. The car drove away. "It's happening all over the place. They're turning into monsters."

Another man came out of the boy's house. "Tommy! Not one word! Get inside now!"

"Sorry. I'd better do as he says." Tommy said and went back into his house.

The trio got back on the moped. "All aboard!" the Doctor yelled followed the car. They turned a corner and came to a dead end. The car was nowhere in sight. "Lost them. How'd they get away from us?"

"Surprised they didn't turn back and arrest you for reckless driving. Have you actually passed your test?" Rose chided.

"No." Lilith commented with a grin.

The Doctor surveyed the alley. "Men in black? Vanishing police cars? This is Churchill's England, not Stalin's Russia."

"Monsters, that boy said. Maybe we should go and ask the neighbors." Rose suggested.

He smiled at her. "That's what I like about you. The domestic approach."

Lilith rolled her eyes.

"Thank you." Rose paused. "Hold on, was that an insult?"

The Doctor zoomed off again. They went back to the street they were on before and rang the doorbell to Tommy's house. The boy's father answered the door.

"Hi!" Rose, the Doctor, and Lilith chorused.

"Who are you, then?" he asked, suspiciously.

"Let's see, then. Judging by the look of you, family man, nice house, decent wage, fought in the war, therefore we represent Queen and country." the Doctor flashed the psychic paper. "Just doing a little check of Her forthcoming Majesty's subjects before the great day. Don't mind if I come in? Nah, I didn't think you did. Thank you." He pushed passed the man and into the house. Rose and Lilith followed.

"Not bad, very nice. Very well kept." Lilith complimented. "I'd like to congratulate you, Mrs.?"

"Connolly." Tommy's mother supplied.

"Now then, Rita. I can handle this." The father chided. "This gentleman's a proper representative. Don't mind the wife, she rattles on a bit."

"Well, maybe she should rattle on a bit more." Lilith said. She didn't like the man. Not one bit. "I'm not convinced you're doing your patriotic duty. Nice flags. Why are they not hung?"

"There we are Rita, I told you, Get them up." He ordered. "Queen and country."

"I'm sorry." Rita apologized.

"Get it done. Do it now."

"Hold on a minute." the Doctor said. "You've got hands, Mister Connolly, two big hands. So why is that your wife's job?"

"Well, it's housework, innit?"

"And that's a woman's job?"

"Of course it is."

Lilith and Rose rolled their eyes. The Doctor shot them a mischievous look. "Mister Connolly, what gender is the Queen?"

Mr. Connolly frowned. "She's a female."

"And are you suggesting the Queen does the housework?"

"No." the man stuttered. "Not at all."

"Then get busy." the Doctor handed him the Union flags.

"Right. Yes, sir. You'll be proud of us, sir. We'll have Union Jacks left, right and center."

"Excuse me, Mr. Connolly. Hang on a minute." Rose said. "Union Jacks?"

"Yes, that's right, isn't it?" Mr. Connolly said.

"That's the Union Flag." She corrected. "It's the Union Jack only when it's flown at sea."

He looked at her, flustered. "Oh. Oh, I'm sorry, I do apologize."

"Well, don't get it wrong again, there's a good man. Now get to it!"

"Right then! Nice and comfy, at Her Majesty's leisure." the Doctor took a seat on the couch. Rose sat next to him, but Lilith stayed standing. "Union Flag?" She whispered.

"Mum went out with a sailor." Rose whispered back.

"Anyway, I'm the Doctor and this is Rose and Lilith." The Doctor introduced. "And you are?"

"Tommy." Tommy answered.

"Well, sit yourself down, Tommy. Have a look at this. I love telly, don't you?"

"Yeah, I think it's brilliant." The boy said with a grin.

"Now," the Doctor turned to Rita. "Why don't you tell me what's wrong?"

She hesitated. "Did you say you were a doctor?" she asked quietly.

The Doctor nodded. "Yes, I am."

"Can you help her? Oh please, can you help her, Doctor?"

"Now then, Rita. I don't think the gentleman needs to know." Mr. Connolly said warningly.

"No, the gentleman does." the Doctor said in the same tone.

"Tell us what's wrong." Lilith insisted. "We can help."

Rita burst into tears. Rose went to comfort her. "I'm sorry. It's all right. Come here. It's okay."

"Hold on a minute." Mr. Connolly said. "Queen and country's one thing, but this is my house! What the—?" he looked down at the flags as if he only just realized what he was doing. "What the hell am I doing? Now you listen here, Doctor. You may have fancy qualifications, but what goes on under my roof is my business."

"A lot of people are being bundled into—" the Doctor started.

"I am talking!" Mr. Connolly shouted.

"And I'm not listening!" the Doctor shouted back, Oncoming Storm clear in his eyes. "Now you, Mister Connolly, you are staring into a deep, dark pit of trouble if you don't let me help. So I'm ordering you, sir! Tell me what's going on!"

Something upstairs started banging on the floor. "She won't stop." The Englishman said, almost fearfully. "She never stops."

"We started hearing stories, all round the place. People who've changed; families keeping it secret because they were scared." Tommy explained. "Then the police started finding out. We don't know how, no one does. They just turn up, come to the door and take them, any time of the day or night."

"Show me."

Tommy led them up the stairs to a room with the door closed. He slowly pushed it open. "Gran? It's Tommy. It's all right, Gran. I've brought help." He turned on the light. An old woman was standing there with no eyes, nose or mouth.

"Her face is completely gone." the Doctor said, stepping closer. He scanned the woman's head with the sonic screwdriver. "Scarcely an electrical impulse left. Almost complete neural shutdown. She's ticking over. It's like her brain has been wiped clean."

"What're we going to do, Doctor?" Tommy asked. "We can't even feed her."

There was a crash from the lower level. Someone had knocked down the door.

"We've got company." Rose said.

"It's them!" Rita cried. "They've come for her!"

"Quickly. What was she doing before this happened? Where was she?" Lilith asked. "Tell me. Quickly, think!"

"I can't think! She doesn't leave the house! She was just—"

Men in black burst into the room.

"Hold on a minute. There are three important, brilliant, and complicated reasons why you should listen to me. One—"

One of the men pulled back his arm to punch the Doctor, but Lilith caught his fist. "Bad idea." She growled. The man threw her against the wall.

"Lil!" Rose shouted. The men threw a blanket over the faceless woman and bundled her out while Rose and the Doctor helped Lilith up. "You okay?"

"Yeah. Let's go before we lose them again."

The three rushed out of the house, but Rose got distracted. Lilith and the Doctor got back on the scooter and raced away.

After following the car, more closely this time, they managed to see the tail end of the vehicle disappearing into a building.

It took a bit of sneaking around and sonicing, but the two were able to get inside the building that the car had disappeared into. There they found a cage full of faceless people occasionally clenching and unclenching their fists.

Suddenly, a bright spotlight shone on them. "Stay where you are!" Someone ordered.

Lilith swore in Gallifreyan.

* * *

"Start from the beginning. Tell me everything you know." A man called Inspector Bishop instructed.

"Well, for starters, I know you can't wrap your hand around your elbow and make your fingers meet." the Doctor snarked. Lilith punched him in the arm. "Ow!"

"Don't get clever with me." Bishop snapped. "You were there today at Florizel Street, and now breaking into this establishment. Now you're connected with this. Make no mistake."

"Well, the thing is, Detective Inspector Bishop—"

"How do you know my name?"

"It's written inside your collar." the Doctor informed him. "Bless your mum. But I can't help thinking, Detective Inspector; you're not exactly doing much detective inspecting, are you?"

"I'm doing everything in my power." Bishop insisted.

"All you're doing is grabbing those faceless people and hiding them as fast as you can." Lilith snorted. "And don't say it's orders from above. Coronation Day. The entire world is watching London, so any sort of problem just gets swept under the rug.

"The nation has an imagine to maintain."

"But doesn't it drive you mad, doing nothing?" the Doctor asked. "Don't you want to get out there and investigate?"

"Of course I do." Bishop sighed. "But, with all the crowds expected, we haven't got the man power. Even if we did, this is beyond anything we've ever seen. I just don't know anymore. Twenty years on the force, I don't even know where to start. We haven't the faintest clue what's going on."

"Well, that could change."

"How?"

"Start from the beginning." the Doctor said, echoing the Detective Inspector's earlier words. "Tell me everything you know."

Another person was delivered to the holding area. Lilith's hearts stopped. "No." she whispered.

"Found another one, sir." A man said.

"Oh, er, good man, Crabtree." Bishop responded. "Here we are, Doctor. Take a good look. See what you can deduce."

The pink shoes and skirt made the person's identity clear even before Crabtree took the blanket off.

"Rose." the Doctor breathed.

Lilith's head spun at the sight of her best friend's blank face. The police's chatter was just a buzz in her ears as horror and fury overtook her, radiating of the Doctor.

"They did what?" the Doctor growled.

"I'm sorry?" Bishop asked.

The Doctor didn't look away from Rose. "They left her where?"

"Just in the street."

"In the street. They left her in the street. They took her face and just chucked her out and left her in the street. And as a result, that makes things simple. Very, very simple. Do you know why?"

"No."

The Time Lord's voice was dangerously low as he spoke. "Because now, Detective Inspector Bishop, there is no power on this Earth that can stop me. Come on!"


	18. On a Wire Part 2

The Doctor rang the doorbell to the Connolly house. Thankfully, it was Tommy who answered. "Tommy, talk to me." the Doctor said seriously. "I need to know exactly what happened inside your house."

Before Tommy could answer. Mr. Connolly stormed out of the house. "What the blazes do you think you're doing?"

"I want to help, dad." said Tommy.

"Mister Connolly—"

The man got in the Doctor's face. "Shut your face, you, whoever you are. We can handle this ourselves." He turned back to Tommy. "Listen, you little twerp. You're hardly out of the blooming' cradle, so I don't expect you to understand. But I've got a position to maintain. People round here respect me. It matters what people think."

"Is that why you did it, dad?" Tommy asked quietly.

"What do you mean? Did what?"

"You ratted on Gran." The boy accused. "How else would the police know where to look, unless some coward told them?"

"How dare you! Do you think I fought a war just so a mouthy little scum like you could call me a coward?"

"You don't get it, do you? You fought against fascism, remember? People telling you how to live, who you could be friends with, who you could fall in love with, who could live and who had to die. Don't you get it? You were fighting so that little twerps like me could do what we want— say what we want. Now you've become just like them. You've been informing on everyone, haven't you? Even Gran. All to protect your precious reputation."

Rita appeared in the doorway. "Eddie is that true?"

"I did it for us, Rita. She was filthy. A filthy, disgusting thing!" Mr. Connolly spat angrily.

"She's my mother. All the others you informed on, all the people in our street, our friends."

"I had to. I, I did the right thing."

"The right thing for us or for you, Eddie?" Rita questioned her husband. "You go, Tommy. Go with the Doctor and do some good. Get away from this house. It's poison. We had a ruddy monster under this roof, all right, but it weren't my mother!" She slammed the door shut on Mr. Connolly.

"Rita!" he shouted.

"Come on, Tommy." Lilith said gently. She, Tommy, the Doctor, and Bishop walked down Florizel Street. "Tell us about that night. The night your grandmother changed."

Tommy shrugged. "She was just watching the telly."

"Rose said it. She guessed it straight away." The Doctor muttered. "Of course she did. All these aerials in one little street. How come?"

"Bloke up the road, Mister Magpie, he's selling them cheap."

"Is he, now?" Bishop said.

"Come on!" the Doctor yelled as he raced down the street. When they reached the shop, the Doctor broke the glass on the door to open it, despite Bishop's protests. He marched inside and rang the bell repeatedly. "Sir! If you're here, come out and talk to me! Magpie!"

"Maybe he's out." Tommy suggested.

"Looks like it." Lilith agreed.

The Doctor searched the drawers of the counter and found a portable television. "Oh, hello. This isn't right. This is very much not right." He licked it. Bishop and Tommy stared at the Doctor in shock, but Lilith just rolled her eyes at the Doctor's oral fixation. "Tastes like iron. Bakelite. Put together with human hands, yes, but the design itself…" he scanned the item with the sonic. "Oh, beautiful work. That is so simple."

"That's incredible." Bishop said. "It's like a television, but portable; a portable television."

The Doctor raised the sonic screwdriver, which was still lit up. "It's not the only power source in this room."

The television screens each lit up with a different face. Most of them were mouthing 'help' or 'help me'. One face on a screen near the bottom was mouthing something else. It was Rose trying to call out for the Doctor. He knelt in front of the TV. "I'm on my way."

Magpie appeared, coming out from the back of the store. "What do you think you're doing?" he demanded.

The Doctor stormed over to the man and glared at him, the Oncoming Storm clear in his eyes. "I want my friend restored, and I think that's beyond a little backstreet electrician, so tell me, who's really in charge here?"

"Yoo hoo! I think that must be me." One of the screens witched to show the image of a lady. "Ooh, this one's smart as paint."

Bishop frowned. "Is she talking to us?"

"I'm sorry, gentlemen, miss, I'm afraid you've brought this on yourselves." Magpie said. "May I introduce you to my new… friend."

"Jolly nice to meet you." The image said with a smile.

"Oh my God, it's her, that woman off the telly."

Lilith shook her head. "No, it's just using her image."

"What are you?" Tommy asked.

"I'm the Wire, and I will gobble you up, pretty boy. Every last morsel. And when I have feasted, I shall regain the corporeal body, which my fellow kind denied me. The black and white became color.

"Good Lord." Bishop gasped. "Color television!"

"Unheard of." Lilith muttered sarcastically, though color TV was a few years away from 1953.

"So your own people tried to stop you?" the Doctor questioned.

"They executed me. But I escaped in this form and fled across the stars."

"And now you're trapped in the television."

The image faded back to black and white. "Not for much longer."

"Doctor, is this what got my Gran?

"Yes, Tommy." the Doctor said. "It feeds off the electrical activity of the brain, but it gorges itself like a great overfed pig, taking people's faces, their essences. It stuffs itself."

"And you let her do it, Magpie." Bishop said accusingly.

"I had to." Magpie insisted. "She allowed me my face. She's promised to release me at the time of manifestation."

"What do you mean, manifestation?" Lilith demanded.

"The appointed time." The Wire answered. "My crowning glory."

"Doctor, the coronation!" exclaimed Bishop.

Understanding dawned on the Doctor. "For the first time in history, millions gathered around a television set. But you're not strong enough yet, are you? You can't do it all from here. That's why you need this. You need something more powerful! This will turn a big transmitter into a big receiver."

"What a clever thing you are! But why fret about it? Why not just relax? Kick off your shoes and enjoy the Coronation. Believe me, you'll be glued to the screen." Energy lanced out at them, attaching to their faces. "Hungry! Hungry! The Wire is hungry! Ah, these two are tasty. Oh, I'll have lashings of them! Delicious!"

The Doctor started to finger the sonic screwdriver. Lilith fast slightly faster, drawing her blaster and struggling to point it at the TV.

"Ah! Armed. She's armed. Withdraw! Withdraw!" The Wire cried. The energy recedes and the four collapse.

Lilith's vision went black for a moment, but she shook herself back into consciousness. The Doctor was still out. "Doctor." She shook him. "Doctor."

After a second, the Doctor sat up. Bishop's face was gone, but Tommy's was still intact. "Tommy, wake up. Tommy, come on!"

"What happened?"

The Doctor ignored his question and looked around. "Where's Magpie?" he darted out of the shop.

"We don't even know where to start looking." Tommy said, joining him. "It's too late."

"It's never too late, as a wise person once said. Kylie, I think. The Wire's got big plans. It'll need. Yes, yes, yes, it's got to harvest half the population. Millions and millions of people and," he paused. "Where are we?"

"Muswell Hill." Tommy told him.

"Muswell Hill." the Doctor repeated. "Muswell Hill! Which means Alexandra Palace, biggest TV transmitter in North London. Oh, that's why it chose this place." He ran back inside the shop.

Tommy followed. "What are you going to do?"

"We're going shopping."

* * *

The Doctor set everything up in a control room. "Keep this switched on. Don't let anyone stop you, Tommy. Everything depends on it. Lilith, stay here with him."

"Like hell I will!" Lilith protested.

"Stay!" The Doctor took a coil of copper wire and sprinted out of the room.

The two waited anxiously for the Doctor to come back when the machine he had build suddenly sparked. Quick to react, Tommy got a replacement piece and tossed it to Lilith who attached it to the machine. Tommy plugged it back in.

Lilith cheered and hugged the boy as it started to work again.

Eventually to Doctor came back. "What have a missed?" he asked jokingly.

"Doctor!" Tommy exclaimed. "What happened?"

"Sorted. Electrical creature, TV technology, clever alien life form. That's me by the way." the Doctor smiled, Lilith rolled her eyes. "I turned the receiver back into a transmitter and I trapped the Wire in here." He pops open his contraption and Lilith laughed as he pulled out a VCR. "I just invented the home video thirty years early. Betamax. Oh, look." He nodded at the TV. "God save the Queen, eh?"

The trio went back to Florizel Street where Tommy ran over to his grandmother. Lilith spotted Rose right away who noticed Lilith and the Doctor in turn. A grin broke out across her face and the Doctor rushed over to her, sweeping her into a swinging hug.

Lilith beamed when he pulled back and kissed Rose square on the lips.

They stayed in London for the party and the rest of the day, returning to the TARDIS after dark. Lilith immediately retreated to the library and tried not to ignore the fact that the Doctor had slipped into Rose's room with her.

This will lead to a conversation he can't avoid this time, Lilith thought to herself as she settled on the couch with her book, and won't it be a fun one.


	19. Lost in Orbit Part 1

Lilith knew that they were headed for something bad when the time rotor sounded off. The TARDIS shook more than usual as they materialized. The Doctor and Lilith were both frowning as they stepped out of the ship.

They had landed in a pretty tight space. "I don't know what's wrong though. She's sort of… queasy. Indigestion, like she didn't want to land." the Doctor studied the outside of the TARDIS.

"I've got a bad feeling about this place." Lilith muttered.

"Oh, if you think there's going to be trouble, we could always get back inside and go somewhere else." Rose suggested.

The three of them laughed.

"I think we've landed inside a cupboard. Here we go." the Doctor said, pushing a door open.

"Open door 15." Came a computerized voice.

"Some sort of base." He mused. "Moon base, sea base, space base. They build these things out of kits."

"Glad we're indoors. Sounds like a storm out there." Rose said, looking at the ceiling.

"Open door 16."

"Human design." Lilith noted. "Pretty basic, if you ask me. This place was put together like a flat pack wardrobe, only bigger. And easier."

The hall they were in led to steps down into an area with tables and chairs. "Open door 17."

"Oh, it's a sanctuary base." the Doctor grinned. "Deep Space exploration. We've gone way out. And listen to that, underneath." He paused. "Someone's drilling."

"Welcome to hell."

Lilith looked at Rose, confused. "What?"

"Oh, it's not that bad." the Doctor said.

"No," Rose chuckled. "Over there."

The words were painted on the wall in big block letters, and a vertical alien script was written underneath. Something about the writing made Lilith's stomach twist into knots.

The Doctor furrowed his brow. "Hold on, what does that say? That's weird. It won't translate."

"But I thought the TARDIS translated everything, writing as well." Rose said. "We should see English."

"Exactly. If that's not working, then it means this writing is old. Very old… impossibly old. We should find out who's in charge." He started to spin the wheel on another bulkhead door. "We've gone beyond the reach of the TARDIS' knowledge. Not a good move. And if someone's lucky enough—"

The door swung open, revealing aliens with tentacles where our noses and mouths should be. They all had a tube going in behind the tentacles, and held a white globe in their right hands. Lilith struggled for the name of the species. The odds, or something.

"Oh! Right. Hello. Sorry. I was just saying, er, nice base." the Doctor smiled.

The white spheres all lit up and the aliens spoke. "We must feed."

"You've got to what?" his smile slipped away.

"We must feed." The aliens repeated.

"Yeah. I think they mean us." Rose gulped.

The aliens entered and the trio backed away. "We must feed. We must feed. We must feed. We must feed." More of the aliens entered from other doors. The Doctor got out his sonic screwdriver, Rose picks up a chair, and Lilith hand drifted to the handle of her blaster.

"We must feed. We must feed. We must feed. We must feed. We must feed. We must feed. We must feed. We must feed. We must feed. We must feed."

Ood! That was it! "Hold up!" Lilith said loudly. To their surprise, the Ood stopped. Lilith stepped up to the closest alien and rapped on its communication sphere.

"You, if you are hungry." The Ood finished.

The Doctor lowered his sonic slightly. "Sorry?"

"We apologize." The Ood said. "Electromagnetics have interfered with speech systems. Would you like some refreshment?"

"Fixed it." Lilith beamed.

"Open door 18." The computer announced. The door that Lilith assumed was number 18 opened and three humans came in.

"What the hell?" One of them gaped. "How did?"

The Ood made way for the newcomers. The lead man used a wrist-comm. "Captain, you're not going to believe this. We've got people. Out of nowhere. I mean, real people. I mean three living people, just standing here right in front of me."

"Don't be stupid," the Captain said on the other side of the comm. "That's impossible."

"I suggest telling them that."

"But you're a sort of space base." Rose said. "You must have visitors now and then. It can't be that impossible."

The man frowned. "You're telling me you don't know where you are?"

"No idea." the Doctor said jovially. "More fun that way."

A woman's voice made a broadcast. "Stand by, everyone. Buckle down. We have incoming. And it's a big one. Quake point five on its way."

The man opened another door. "Through here, now. Quickly, come on! Move! Move it! Come on! Keep moving. Come on! Quickly! Move it!"

They walked into another room where more people were working at a control panel. "Oh, my God. You meant it." A dark skinned man said.

"People! Look at that, real people!" one of the three women exclaimed.

The Doctor stuffed his hands in his pocket. "That's us. Hooray!"

"Very real people." Lilith said.

"Yeah, definitely real." Rose added. "My name's Rose. Rose Tyler. And, and this is Lilith and the Doctor."

"Come on the oxygen must be offline." Another one of the men said, staring at the three travelers. "We're hallucinating. They can't be. No, they're real."

"Come on, we're in the middle of an alert!" The dark skinned man snapped. "Danny, strap up. The quake's coming in! Impact in thirty seconds!" he turned to look at them. "Sorry you three, whoever you are. Just hold on, tight."

"Hold on to what?" Rose asked.

"Anything. I don't care. Just hold on. Ood, are we fixed?"

"Your kindness in this emergency is much appreciated." An Ood said.

"What's this planet called, anyway?" the Doctor wondered.

"Now, don't be stupid. It hasn't got a name." the second woman told him. "How could it have a name? You really don't know, do you?"

"And impact!"

The whole place shook for a few seconds, reminding Lilith of the TARDIS landing.

"Oh, well, that wasn't so bad." the Doctor said. Lilith rolled her eyes.

The shaking started again, much worse that time. Consoles burst into flames. Then, as quickly as it had started, it stopped.

"Okay, that's it. Everyone all right? Speak to me, Ida."

"Yeah, yeah!" the second woman said.

"Danny?"

"Fine." said the man in black.

"Toby?"

A blond nodded man. "Yeah, fine."

"Scooti?"

"No damage." Reported the other woman

"Jefferson?"

"Check!" the man from before confirmed.

"We're fine, thanks." Lilith muttered. "Don't worry about us."

"The surface caved in." the still unnamed man looked up at a schematic of the base. "I deflected it onto storage five through eight. We've lost them completely. Toby, go and check the rocket link."

"That's not my department." Toby protested.

"Just do as I say, yeah?"

Toby left reluctantly.

"Oxygen holding. Internal gravity fifty-six point six. We should be okay." Ida said.

"Never mind the earthquake, that's, that's one hell of a storm." Rose breathed. "What is that, a hurricane?"

Scooti shook her head. "You'd need an atmosphere for a hurricane. There's no air out there. It's a complete vacuum."

"Then what's shaking the roof?"

Ida looked at them. "You're not joking. You really don't know. Well introductions. F.Y.I— as they said in the olden days— I'm Ida Scott, science officer. Zachary Cross Flane, acting Captain, sir. You've met Mister Jefferson; he's Head of Security. Danny Bartock, Ethics committee."

"Not as boring as it sounds." Danny assured them,

"And that man who just left, that was Toby Zed, Archaeology, and this is Scooti Manista, Trainee maintenance. And this? This is home." Ida pulled a lever.

"Brace yourselves." Zach said. "The sight of it sends some people mad."

The shutters overhead pulled back to reveal a white hot, angry, disc with a black center and black dots falling into it.

"That's a black hole." Lilith gasped. Oh, she had a really bad feeling about this.

The Doctor stared out the window. "But that's impossible."

"I did warn you." Zach said.

"We're standing under a black hole."

"In orbit." Ida added.

"But we can't be." He insisted.

"You can see for yourself. We're in orbit."

"But we can't be." the Doctor repeated.

"This lump of rock is suspended in perpetual geostationary orbit around that black hole without falling in."

"And that's bad, yeah?" Rose guessed.

Lilith cringed. "Bad doesn't even begin to cover it, Tyler."

"A black hole's a dead star. It collapses in on itself, in and in and in until the matter's so dense and tight it starts to pull everything else in too." the Doctor ezplained. "Nothing in the universe can escape it. Light, gravity, time. Everything just gets pulled inside and crushed."

"So, they can't be in orbit." Rose concluded. "We should be pulled right in."

"We should be dead." Lilith confirmed.

"And yet here we are, beyond the laws of physics." Ida said slowly. "Welcome on board."

"But if there's no atmosphere out there, what's that?" Rose pointed up.

"Stars breaking up. Gas clouds. We have whole solar systems being ripped apart above our heads, before falling into that thing."

"So, a bit worse than a storm, then." Rose deadpanned.

"Just a bit." Ida nodded.

"Tiny bit, yeah." Lilith agreed, mentally swearing in Gallifreyan.

* * *

Zach called up a hologram over the central console. "That's the black hole, officially designated K three seven Gen five."

"In the scriptures of the Falltino, this planet is called Krop-Tor, the bitter pill. And the black hole is supposed to be a mighty demon. It was tricked into devouring the planet, only to spit it out, because it was poison." Ida explained.

"The bitter pill." Rose mused. "I like that."

The Doctor studied the hologram intently through his specs. "We are so far out. Lost in the drifts of the universe. How did you even get here?"

"We flew in. You see," the hologram changed. "This planet's generating a gravity field. We don't know how. We've no idea. But it's kept in constant balance against the black hole. And the field extends out there as a funnel. A distinct gravity funnel, reaching out into clear space. That was our way in."

"You flew down that thing? Like a rollercoaster." Rose was smiling and it was starting to irritate Lilith. Couldn't she see that they were in a very, very bad situation? Just the name of the planet, Krop-Tor, sent shivers down her spine.

Of course, she knew that it had to do with the memories locked away in the recesses of her brain. Whatever was going to happen wasn't going to be anything to smile about.

"But if that gravity funnel closes, there's no way out." Danny was saying.

"We had fun speculating about that." Scooti said.

Danny rolled his eyes. "Oh, yeah. That's the word. Fun."

"But that field would take phenomenal amounts of power. I mean not just big, but off the scale! Can I…?" the Doctor pointed to a calculator.

"Sure. Help yourself." Ida handed it to him.

An Ood came over and gave Rose and Lilith plastic cups filled with a liquid. "Your refreshment."

"Oh, yeah. Thanks. Thank you." Rose said. "I'm sorry, what was your name?"

"We have no titles." The Ood answered. "We are as one."

"Er, what are they called?" she asked.

"Ood." Lilith told her. "They're called the Ood.

"The Ood?"

"The Ood." Danny confirmed.

"Well that's… ood." Rose joked.

"Very ood, but handy. They work the mineshafts, all the drilling and stuff, supervision, and maintenance. They're born for it. Basic slave race."

Lilith made a face. "Slave race." She spat.

"Don't start. She's like one of that lot." Scooti complained. "Friends of the Ood."

"Maybe I am." Lilith said indignantly. "Typical humans. Since when do you actually need slaves?"

"But the Ood offer themselves." Danny defended. "If you don't give them orders, they just pine away and die."

Rose turned to the nearby Ood. "Seriously, you like being ordered about?"

"It is all we crave."

No, something told Lilith, it's not. She vaguely remembered a story about the Doctor and Donna Noble. It had something to do with freeing the Ood.

"Why's that, then?" she asked.

"We have nothing else in life."

"Yeah, well, I used to think like that, a long time ago." Rose said quietly. Lilith put a hand on her shoulder.

"There we go. Do you see?" the Doctor shoved the calculator in Lilith's face. "To generate that gravity field, and the funnel, you'd need a power source with an inverted self extrapolating reflex of six to the power of six every six seconds."

Six, six, six. More bad omens.

"That's a lot of sixes." Rose noted.

"And it's impossible." Lilith added.

"It took us two years to work that out." Zach said incredulously.

"I'm very good." the Doctor said with a sniff.

"But that's why we're here." Ida pulled up another hologram. "This power source is ten miles below through solid rock. Point Zero. We're drilling down to try and find it."

"It's giving off readings of over ninety stats on the Blazon scale."

"It could revolutionize modern science."

"We could use it to fuel the Empire."

"Or start a war." the Doctor muttered, taking off his glasses.

"It's buried beneath us, in the darkness, waiting." Toby said.

Rose glanced at him. "What's your job, chief dramatist?"

"Well, whatever it is down there is not a natural phenomenon." Toby insisted. "And this, er, planet once supported life eons ago, before the human race had even learned to walk."

"The letters on the wall." Lilith remembered. "Did you do that?"

"I copied it from fragments we found unearthed by the drilling, but I can't translate it."

"No, neither can I." the Doctor grumbled. "And that's saying something."

"There was some form of civilization." Toby continued. "They buried something. Now it's reaching out, calling us in."

"And you came."

Ida shrugged. "Well, how could we not?"

"So, when it comes right down to it, why did you come here? Why did you do that? Why? I'll tell you why. Because it was there. Brilliant." the Doctor grinned. "Excuse me, er, Zach, wasn't it?"

"That's me."

"Just stand there, because I'm going to hug you. Is that all right?

"I suppose so."

The Doctor hugged Zach. "Oh, human beings. You are amazing! Ha! But apart from that, you're completely mad. You should pack your bags, get back in that ship and fly for your lives."

"You can talk." Ida snorted. "And how the hell did you get here?"

"Oh, I've got this er, this ship." the Doctor rubbed the back of his neck. "It's hard to explain. It just sort of appears."

"We can show you." Rose offered. "We parked down the corridor from, er. Oh, what's it called? Habitation area…"

"Three." Lilith supplied.

Zach frowned. "Do you mean storage six?"

Uh oh.

"It was a bit of a cupboard, yeah. Storage six. But you said… you said… you said storage five to eight." The Doctor ran out. Lilith followed on his heels. Old Girl? Can you hear me? She projected, but she got no response.

"Open door 15. Door 16 out of commission."

"It can't be. It can't be!" the Doctor panicked.

Rose caught up with them. "What's wrong? What is it? Doctor, the TARDIS is in there. What's happened?"

"The TARDIS is gone." He said quietly. "The earthquake. This section collapsed."

"But it's got to be out there somewhere." Rose said. She looked through the porthole in the bulkhead door.

"Look down." the Doctor instructed her.

Lilith bit her lip and shook her head. She swore in Gallifreyan.


	20. Lost in Orbit Part 2

The Doctor made his way back to the control room. "The ground gave way. My TARDIS must've fallen down right into the heart of the planet. But you've got robot drills heading the same way." He said.

"We can't divert the drilling." Zach told him

"But I need my ship." the Doctor insisted. "It's all I've got. Literally the only thing."

Lilith crossed her arms. "Gee, thanks, Doctor."

"Doctor, we've only got the resources to drill one central shaft down to the power source, and that's it. No diversions, no distractions, no exceptions. Your machine is lost. All I can do is offer you a lift if we ever get to leave this place, and that is the end of it."

"I'll er, put you on the duty roster." Ida said. "We need someone in the laundry."

They left Doctor, Rose, and Lilith alone, except for an Ood. Lilith sent a wave of comfort to the Doctor, but he just shook his head. "I've trapped you here."

Rose took his hand. "No, don't worry about us." The base shook again. "Okay, we're on a planet that shouldn't exist, under a black hole and no way out. Yeah, I've changed my mind. Start worrying about us."

The Doctor wrapped her in a hug. Lilith sighed and looked out the window. If only they had just left, or if they hadn't gotten out of the TARDIS without checking what was wrong with her. Maybe they wouldn't be in this situation.

She felt sick to her stomach, memories frantically bashing against the walls in her mind, trying to warn her. Something bad was going to happen. Something terrible. She couldn't shake the feeling that somehow, someone was going to end up dead.

Once night shift started, the Doctor went back to habitation three to study the alien language they had seen written on the walls earlier. Lilith squatted next to him. "What do you think it means?" she asked.

"I don't know." He muttered. "I hate not knowing."

She watched him for a moment, and then leaned against the wall. "Things will work out, you know. We'll get the TARDIS back somehow."

"How? We can't reach her; I can't hear her. Is your vortex manipulator working?"

"No." She sighed. "That would be too easy. Life really seems to like to throw the impossible at us, huh?"

The lights flickered. "Zach?" Ida said into her communicator. "Have we got a problem?"

"No more than usual. Got the Scarlet System burning up. Might be worth a look." Came Zach's response.

"You might want to see this moment in history." She opened the shutters. "There, on the edge, that red cloud. That used to be the Scarlet System. The home to the Peluchi, a mighty civilization spanning a billion years, is disappearing forever. Their planets and suns consumed. Ladies and gentlemen, we have witnessed its passing." She went to close the shutters.

"Er, no, could you leave it open?" the Doctor asked. "Just for a bit. I won't go mad, I promise."

Ida nodded. "Scooti, check the lockdown. Jefferson, sign off the airlock seals for me."

Jefferson, Scooti, and Ida all leave. Rose leaned her head on her hand. "I've seen films and things, yeah? They say black holes are like gateways to another universe."

"Not that one." Lilith said. "It just eats."

The human looked up. "Long way from home."

"Go that way, turn right, keep going for er, about," the Doctor thought for a second. "Five hundred years, and you'll reach the Earth."

Rose turned her phone on. "No signal. That's the first time we've gone out of range. Mind you, even if I could… what would I tell her? Can you build another TARDIS?

"They were grown, not built. And with my own planet gone, we're kind of stuck." the Doctor said.

"Well, it could be worse." Rose sighed. "This lot said they'd give us a lift."

"Yeah, but then what?" Lilith asked dully.

"I don't know. Find a planet, get a job, live a life, same as the rest of the universe."

The Doctor made a face. "I'd have to settle down. Get a house or something. A proper house with, with doors and things, carpets. Me, living in a house! Now that, that is terrifying!"

"You'd have to get a mortgage." Rose laughed.

"No."

"Oh, yes."

"I'm dying. That's it. I'm dying. It is all over."

"What about me? I'd have to get one, too." She said. "I don't know, could be the same one. We could both, I don't know, share. Or not, you know. Whatever. I don't know. We'll sort something out."

Lilith had to hide her face in her hand to stop herself from bursting out laughing. Smooth, Tyler. She sent. Rose mentally stuck her tongue out at her.

"I promised Jackie I'd always take you back home." the Doctor said after a moment.

"Everyone leaves home in the end." Rose said reassuringly.

"Not to end up stuck here." the Doctor muttered.

She smiled at him. "Yeah, but stuck with you, that's not so bad."

He smiled back. "Yeah?"

"Yes."

Lilith made a choking noise. "It's like I swallowed a bag of sugar." The other two stared at her. "That's how damn sweet you two are being."

The Doctor rolled his eyes at her just as Rose's phone started to ring.

"Oh, that's not fair." Lilith complained. "The one thing that could save us is broken, but the universe lets Rose's cell phone receive calls."

Rose picked up the phone and immediately threw it down.

Lilith knew why, she had heard the voice on the other end. "He is awake."

* * *

"Evening." the Doctor said as they strolled into the Ood habitation

"Only us." Rose added cheerfully.

Danny was the one in the room. "The mysterious trio. How are you, then? Settling in?"

"Yeah. Sorry, straight to business, the Ood how do they communicate? I mean, with each other." the Doctor asked.

"Oh, just empaths." Danny answered. "There's a low level telepathic field connecting them. Not that that does them much good. They're basically a herd race. Like cattle."

The Ood were sitting on benches down below Danny's catwalk. "The telepathic field, can it pick up messages?" Lilith questioned.

"Because I was having dinner, and one of the Ood said something, well, odd." Rose explained.

"Hmm. An odd Ood." Danny said sarcastically.

"And then I got something else on my, er, communicator thing."

"Oh, be fair. We've got whole star systems burning up around us." Danny said. "There's all sorts of stray transmissions. Probably nothing. Look, if there was something wrong, it would show. We monitor the telepathic field. It's the only way to look after them. They're so stupid, they don't even tell us when they're ill."

"Monitor the field. That's this thing?" the Doctor motioned to the monitors. The reading was basic five.

"Yeah. But like I said, it's low-level telepathy. They only register basic five."

Lilith watched as the number started to climb.

"Well, that's not basic five." the Doctor said. "Ten, twenty. They've gone up to basic thirty."

The Ood all lifted their heads. "But they can't." Danny muttered.

"What does basic thirty mean?" Rose asked.

"Well, it means that they're shouting, screaming inside their heads."

"Or something's shouting at them." Lilith said darkly.

"But where is it coming from? What is it saying? What did it say to you?" asked Danny.

Rose scrunched her eyebrows. "Something about the beast in the pit."

"What about your communicator? What did that say?"

"He is awake."

"And you will worship him." All of the Ood said in unison.

"What the hell?" Danny breathed.

"Now that's freaking creepy." Lilith commented.

The Doctor watched the Ood intently. "He is awake."

"And you will worship him." The Ood said again.

"Worship who?" he demanded. They didn't respond. "Who's talking to you? Who is it?"

The base shook. "Emergency hull breach. Emergency hull breach." The computer announced.

"Which section?" Danny panicked.

"Everyone, evacuate eleven to thirteen. We've got a breach. The base is open. Repeat, the base is open!" Zach said over the loudspeaker. Rose, the Doctor, Lilith, and Danny raced to habitation three. "I can't contain the oxygen field. We're going to lose it!"

The four of them met up with the others in one of the halls. "Breach sealed. Breach sealed." The computer announced.

"Everyone all right?" the Doctor shouted. "What happened? What was it?"

"Oxygen levels normal."

"Hull breach." Jefferson said. "We were open to the elements. Another couple of minutes and we'd have been inspecting that black hole at close quarters."

"That wasn't a quake. What caused it?" Lilith asked.

"We've lost sections eleven to thirteen. Everyone all right?" Came Zach's voice.

"We've got everyone here except Scooti." Jefferson reported. "Scooti, report. Scooti Manista? That's an order. Report."

"She's all right. I've picked up her biochip. She's in habitation three. Better go and check if she's not responding. She might be unconscious." Zach ordered.

But when they reached habitation three, it was empty.

"Nowhere here. Zach? We've got a problem. Scooti is still missing."

"It says Habitation three."

"Yeah, well, that's where I am, and I'm telling you she's not here."

"I've found her." the Doctor said, quietly. They all looked up through the open shutters.

"Oh my God." Rose breathed.

Scooti was drifting away, towards the black hole.

"I'm sorry. I'm so sorry." the Doctor whispered.

"Captain," Jefferson said into his comm. "Report Officer Scootori Manista PKD, deceased. Forty three K two point one."

Ida closed the shutters.

"For how should man die better than facing fearful odds? For the ashes of his father and the temples of his Gods?" Jefferson quoted.

There was a noise and Ida frowned. "It's stopped." The base fell silent.

"What was that? What was it?" Rose asked.

"The drill." Guessed Lilith.

"We've stopped drilling." Ida said. "We've made it. Point Zero."

* * *

"Capsule established. All systems functioning. The mineshaft is go. Bring systems online now."

Ida and the Doctor were in spacesuits.

"Reporting as a volunteer for the expeditionary force." the Doctor said.

"No!" Lilith shouted. "No way. Absolutely not."

"Doctor, this is breaking every single protocol. We don't even know who you are." Zach said.

"Yeah, but you trust me, don't you? And you can't let Ida go down there on her own. Go on. Look me in the eye. Yes you do, I can see it. Trust."

'I don't trust you to not get yourself killed.' Lilith thought to the Time Lord. He made a face at her.

"I should be going down." Zach insisted.

"The Captain doesn't lead the mission. He stays here, in charge."

"Not much good at it, am I?" Zach sighed. "Positions! We're going down in two. Everyone, positions! Mister Jefferson! I want maximum system enhancement."

Rose wandered over. "Tell him this is insane!" Lilith cried.

The human girl raised her eyebrows and turned to the Doctor. "I want that spacesuit back in one piece; you got that?

"Yes, sir." The Doctor put on his helmet.

"Is no one going to listen to me?" Lilith demanded. "This is a terrible, horrible, no good, very bad idea!"

The Doctor smiled at Rose. "I'll see you later."

Rose smiled back. "Not if I see you first." She kissed his helmet.

Lilith threw her hands up in defeat. "I give up on you two."

"Capsule active. Counting down in ten, nine, eight, seven, six," Zach began. The Doctor and Ida went into the capsule. Jefferson closed the door. "Five, four, three, two, one. Release."

The capsule was lowered on its cable. Rose checked their progress on the screen while clutching the microphone.

"You've gone beyond the oxygen field. You're on your own." Zach said over the comm.

"Don't forget to breath. Breathing's good." Rose said.

"Rose, stay off the comm."

"That's not gonna happen." Lilith snorted. The Time Lady paced back and forth, alternating between walking and telepathically sending the Doctor mental threats of what she would do to him if he survived.

Suddenly, the base shook.

"Doctor? Doctor are you alright?" Rose panicked.

"Ida, report to me. Doctor?"

"It's all right. We've made it." the Doctor finally responded. "Getting out of the capsule now."

"What's it like down there?" Rose asked.

"It's hard to tell. Some sort of cave. Cavern. It's massive." Pause. "Rose, you can tell Toby we've found his civilization."

"Oi, Toby. It sounds like you got plenty of work." Rose chuckled.

Lilith looked at the man crouched on the ground. He was shaking slightly. She frowned. What was wrong with him?

"Concentrate now, people. Keep on the mission. Ida, what about the power source?" Zach said.

"We're close. Energy signature indicates north, north west. Are you getting pictures up there?"

"There's too much interference. We're in your hands."

"Well," Ida said. "We've come this far. There's no turning back."

Lilith groaned. There's no turning back. That's about as bad as 'what could possibly go wrong?' Her stomach was tying itself in knots. Oh, she was going to kill the Doctor when he got back.

Danny voice rang out of the comm. "Captain, sir. There's something happening with the Ood."

"What are they doing?" Zach asked.

"They're staring at me. I've told them to stop, but they won't."

Lilith could practically see Zach rolling his eyes. "Danny, you're a big boy. I think you can take being stared at."

"But the telepathic field, sir." Danny protested. "It's at basic one hundred. I've checked, there isn't any fault. It's definitely one hundred."

"But that's impossible."

"What's basic one hundred mean?" Rose questioned.

"They should be dead." Danny replied.

Lilith frowned. "Basic one hundred's basically brain death."

"But they're safe. They're not actually moving?" Zach pressed.

"No, sir." said Danny.

"Keep watching them." Zach ordered. "And you, Jefferson, keep a guard on the Ood."

"Officer at arms!"

"You can't fire a gun in here." Rose protested. "What if you hit a wall?"

"I'm firing stock fifteen. It only impacts upon organics." Jefferson explained. "Keep watch. Guard them."

"Is everything all right up there?" the Doctor asked.

"Yeah, yeah."

"It's fine."

"Great."

'No! Not fine! Not great! Get your skinny ass back up here!" Lilith mentally shouted at the Doctor.

He paid her no mind. "Well, we've found something. It looks like metal, like some sort of seal. I've got a nasty feeling the word might be trapdoor. Not a good word, trapdoor. Never met a trapdoor I liked."

"The edge is covered with those symbols." Ida added.

Lilith forced herself to ignore their pointless conversation and focused on how violently Toby was shaking. Something was very, very, wrong.

"I suppose that's the writing." the Doctor was saying. "It'll tell us what to do. The letters that defy translation."

"Toby, did you get anywhere with decoding it?" Zach asked.

"Toby, they need to know that lettering." Rose relayed. "Does it make any sort of sense?"

"I know what it says." Toby said.

"Then tell them."

Toby stood. His skin was covered in the untranslatable symbols and his eyes were blood red. " **These are the words of the Beast. And he has woken. He is the heart that beats in the darkness. He is the blood that will never cease. And now he will rise.** "

"Officer, stand down. Stand down." Jefferson ordered. Lilith stepped protectively in front of Rose.

'Doctor, we're in trouble.' She thought, but she had the sick feeling that he couldn't hear her.

"What is it? What's he done? What's happening? Rose! Lilith! What's going on? I can't hear Lilith anymore!"

"Jefferson? Report. Report!"

"Officer, as Commander of Security, I order you to stand down and be confined. Immediately!" Jefferson shouted.

"He's come out in those symbols all over his face. They're all over him." Rose said into the comm.

" **Mister Jefferson. Tell me, sir. Did your wife ever forgive you?** " Toby voice was low and demonic, sending shivers down Lilith's spine.

"I don't know what you mean." Jefferson said shakily.

Toby grinned evilly. " **Let me tell you a secret. She never did.** "

"Officer, you stand down and be confined."

" **Or what?** "

"Or under the strictures of Condition Red, I am authorized to shoot you."

" **But how many can you kill?** " Toby opened his mouth. The symbols left him and float over to the Ood, who jerked to attention. Toby collapsed.

The Ood turned to face them, their eyes glowing a bright red. " **We are the Legion of the Beast.** " Lilith dimly heard the Doctor and Zach panicking over the comm. "T **he Legion shall be many, and the Legion shall be few.** "

"It's the Ood." Rose breathed. "Doctor, I don't know what it is. It's like they're possessed." She was projecting her fear. Lilith took her hand.

" **He has woven himself in the fabric of your life since the dawn of time.** " The Ood continued. "S **ome may call him Abaddon. Some may call him Krop-Tor. Some may call him Satan or Lucifer or the Bringer of Despair, the Deathless Prince, the Bringer of Night. These are the words that shall set him free.**

" **I shall become manifest. I shall walk in might. My Legions shall swarm across the worlds. I am the sin and the temptation and the desire. I am the pain and the loss and the dead will come. I have been imprisoned for eternity. But no more.**

" **The pit is open; and I am free.** "


	21. The Devil in the Darkness Part 1

" **The Legion shall be many, and the Legion shall be few. He has woven himself in the fabric of your life since the dawn of time.** " The Ood continued. " **Some may call him Abaddon. Some may call him Krop-Tor. Some may call him Satan or Lucifer or the Bringer of Despair, the Deathless Prince, the Bringer of Night. These are the words that shall set him free. I shall become manifest. I shall walk in might. My Legions shall swarm across the worlds. I am the sin and the temptation and the desire. I am the pain and the loss and the dead will come. I have been imprisoned for eternity. But no more.**

" **The pit is open; and I am free.** "

"Open fire!" Jefferson shouted. He and the guard started shooting at the approaching Ood.

"We're stabilizing." Zach said over the comm. "We've got orbit."

Rose sprinted back to the comm. "Doctor? Doctor, can you hear me? Doctor, Ida, are you there?" Nothing but static responded.

'Doctor!' Lilith cried in her mind. It was useless; she couldn't even feel his telepathic presence. The emptiness made her head pound.

"Open door 25." The computer said. Jefferson and the guard prepared to shoot, but the door swung open to reveal Danny.

"It's me! But they're coming. It's the Ood. They've gone mad!"

"How many are there?" Rose asked.

"All of them!" Danny's voice cracked in fear. "All fifty!"

"Danny, out of the way. Out of the way!" Jefferson ordered and marched to the door.

Danny tried to pull him back. "But they're armed!" he protested, "It's the interface device. I don't know how, but they're using it as a weapon!"

Jefferson paid him no mind and opened the door. The lead Ood shoved its translator ball in the guard's face and electrocuted her.

"Jefferson, what's happening there?" asked Zach.

"I've got very little ammunition, sir. How about you?" Jefferson responded.

"All I've got is a bolt gun. With, er, all of one bolt. I could take out a grand total of one Ood. Fat lot of good that is."

"Given the emergency, I recommend strategy nine."

"Strategy Nine." Zach agreed. "Right, we need to get everyone together. Rose? What about Ida and the Doctor? Any word?"

"I can't get a reply." She said. "Just nothing. I keep trying, but it's—"

Static was heard over the comm before the Doctor's voice said, "No, sorry, I'm fine. Still here."

"You could've said so, you arrogant—" Lilith shouted.

"Whoa. Careful! Anyway, it's both of us. Me and Ida. Hello. But the seal opened up. It's gone." the Doctor informed them. "All we've got left is this chasm."

"How deep is it?" Zach asked.

"Can't tell. It looks like it goes down forever."

"The pit is open." Rose said, quietly. "That's what the voice said."

"But there's nothing, I mean, there's nothing coming out?"

"No, no. No sign of the Beast." Lilith could hear the air quotes in the Doctor's words.

Rose's voice came out shaky. "It said Satan."

"Come on, Rose. Keep it together."

"Is there no such thing? Doctor. Doctor, tell me there's no such thing."

Lilith sent Rose a wave of telepathic comfort. Rose responded with a sense of thanks and the pounding in Lilith's head lessened a little.

Why couldn't she contact Rose telepathically and not the Doctor? What was strong enough to cut off or interfere with their mental connection? Lilith shivered. Nothing good, that's what.

"Ida? I recommend that you withdraw. Immediately." Ordered Zach.

"But, we've come all this way." Ida protested.

"That was an order. Withdraw. When that thing opened, the whole planet's shifted." Zach said. "One more inch and we fall into the black hole. So this thing stops right now."

"But it's not much better up there with the Ood." She argued.

"I'm initiating strategy nine, so I need the two of you back up top immediately, no ar—" There was static as Ida turned off the comms. "Ida. Ida!"

"Idiotic humans." Lilith fumed, earning her strange looks from Jefferson and Toby.

Rose put down the comm and sat next to where Lilith was slumped on the floor clutching her head. "What's wrong?"

"I can't talk to him, I can't feel him. My head is empty. I know he's feeling it too. I can't feel him or hear him, but I can tell that something's wrong." Lilith shook her head. "If he had just listened to me and not gone down there…"

"Rose, we're coming back." the Doctor said.

Rose ran back over to the comm. "Best news I've heard all day." Jefferson pointed his rifle at Toby. "What're you doing?" she demanded.

"He's infected." Jefferson hissed. "He brought that thing on board. You saw it."

"Are you going to start shooting your own people now? Is that what you're going to do? Is it?"

"If necessary."

Rose crossed her arms. "Well then, you'll have to shoot me if necessary, so what's it going to be? Look at his face. Whatever it was is gone. It passed into the Ood. You saw it happen. He's clean."

If I don't shoot him first, Lilith thought, reaching into her pocket and grasping her blaster. She didn't believe for one second that a possession that violent wouldn't leave some sort of residual energy of some sort.

"Okay, we're in. Bring us up." Ida said.

Everyone but Toby went over to the monitor. "Ascension in three, two, one."

And the power went out. " **This is the darkness. This is my domain.** " The monitor flickered with images of the Ood. " **You little things that live in the light, clinging to your feeble suns which die in the end.** "

"That's not the Ood. Something's talking through them." Zach said.

" **Only the darkness remains.** "

"This is Captain Zachary Cross Flane of Sanctuary Base Six, representing the Torchwood archive. (Lilith flinched.) You will identify yourself."

" **You know my name.** " the voice taunted.

"What do you want?" Zach demanded.

" **You will die here. All of you. This planet is your grave.** "

Toby started panicking. "It's him. It's him. It's him."

Then, to the surprise of everyone in the drilling area, the voice started having a conversation with no one. "What's it doing?" Danny wondered.

Lilith got a sick feeling in her stomach. "It's talking to the Doctor." She whispered.

The voice, the Beast, claimed it came from before time. " **Before light and time and space and matter. Before the cataclysm. Before this universe was created.** "

"Impossible." Lilith breathed.

" **You know nothing. All of you, so small. The Captain, so scared of command. The soldier, haunted by the eyes of his wife. The scientist, still running from Daddy. The little boy who lied. The virgin. The meddling traveler who fights to shield her family, the Avenging Daughter who will leave in the end. And the lost girl, so far away from home, the Valiant Child who will die in battle so very soon.** "

"Doctor," Rose said. "What does that mean?"

"Rose, don't listen." the Doctor told her.

"It's taunting us." Lilith growled.

" **You will die and I will live.** " A roaring horned beast replaced the image of the Ood.

Everyone jumped back. "What the hell was that?" Danny gasped.

"I had that thing inside my head." Toby cried.

Everyone started talking at once. The pounding in Lilith's head got louder and the knot in her stomach got tighter. Everyone was panicking, that's what the Beast wanted. But its words were getting even to her. The meddling traveler who fights to shield her family. The Avenging Daughter who will leave in the end.

How did the creature know she was meddling with time? How did it know that she was going to leave?

The Doctor sent feedback through the comm to shut everyone up. "You want voices in the dark? Then listen to mine. That thing is playing on very basic fears. Darkness, childhood nightmares, all that stuff."

"But that's how the devil works." Said Danny.

"Or a good psychologist." Lilith muttered.

"What makes his version of the truth any better than mine, hmm?" the Doctor asked. "'Cause I'll tell you what I can see. Humans. Brilliant humans. Humans who travel all the way across space, flying in a tiny little rocket right into the orbit of a black hole, just for the sake of discovery. That's amazing! Do you hear me? Amazing, all of you. The Captain, his Officer, his elders, his juniors, his friends. All with one advantage. The Beast is alone. We are not. If we can use that to fight against him—"

There was a loud bang and the cable snapped and fell into the shaft. "Doctor, we lost the cable! Doctor, are you all right? Doctor!" Rose yelled into the comm.

"Comms are down." Zach said. "I've still got life signs, but we've lost the capsule."

"Lilith, can you hear anything from him?" The panic was evident in Rose's voice. "Have you gotten through?"

Lilith shook her head. "Nothing. That thing is blocking me somehow."

"There's no way out. They're stuck down there."

"But we've got to bring them back!" Rose protested.

"They're ten miles down. We haven't got another ten miles of cable." Something started banging on the door. The Ood. "Captain? Situation report…" Jefferson said.

"It's the Ood. They're cutting through the door bolts. They're breaking in."

"Yeah, it's the same on door 25."

Rose, who was helping Lilith to her feet, asked, "How long's it going to take?"

"Well, it's only a basic frame. It should take ten minutes." The sound of another bolt being cut echoed through the room.

Lilith flinched. "More like eight."

"I've got a security frame. It might last a bit longer, but that doesn't help you."

Rose took a deep breath. "Right. So we need to stop them, or get out, or both."

"I'll take both, yeah? But how?" Danny asked.

"You heard the Doctor." Lilith said. "Why do you think the damn thing cut him off? Because he was making sense and not panicking. He was telling you to work together and think your way out of this. So think! How do we get out of here?

"Well, for starters, we need some lights." Rose suggested. "There's got to be some sort of power somewhere."

"There's nothing I can do. Some Captain, stuck in here, pressing buttons." Zach muttered.

"That's what the Doctor meant. Press the right buttons." Rose said.

"They've gutted the generators." He paused, realizing something. "But the rocket's got an independent supply. If I could reroute that… Mister Jefferson? Open the bypass conduits. Override the safety."

"Opening bypass conduits, sir."

"Channeling rocket feed in three, two, one. Power."

The lights came on. "There we go." Rose cheered. "What about that strategy nine thing?"

Jefferson shook his head. "Not enough power. It needs a hundred percent."

Lilith clapped her hands. "Okay, now we need a way out. Zach, Mister Jefferson, you can start working on that."

"Toby, what about you?" Rose asked, trying to include him.

Toby stood. "I'm not a soldier. I can't do anything."

"No, you're the archeologist." Rose agreed. "What do you know about the pit?"

"Well, nothing. We can't even translate the language."

"Right."

"Hold on. Maybe…" he trailed off.

Rose raised her eyebrows. "What is it?"

"Since that thing was inside my head, it's like the letters made more sense."

"Well, get to work. Anything you can translate, just anything." Lilith's hand drifted towards her pocket. There was the proof of residual energy. But was it good or bad? Rose turned her attention to Danny. "As for you, Danny boy. You're in charge of the Ood. Any way of stopping them?"

"I don't know."

"Then find out. The sooner we get control of the Base, the sooner we can get the Doctor out. Shift." Rose ordered.

"Well, there's all sorts of viruses that could stop the Ood." Danny mused. "Trouble is, we haven't got them on board."

"Oh, that's useful." Lilith snorted. "Does anyone else want to add to the list of things we haven't got? We haven't got a swimming pool either. Or a Starbucks."

Jefferson frowned. "What's a Starbucks?"

"Before your time." Lilith said, dismissively.

"Oh my God. It says yes! I can do it." Both Lilith and Rose turned to Danny. "Hypothetically, if you flip the monitor, broadcast a flare, it can disrupt the telepathy. Brainstorm!"

"What happens to the Ood?" Lilith asked. She didn't really want to hurt the Ood unless absolutely necessary. She was the only one who knew the truth about them.

"It'll tank them spark out."

Rose grinned. "There we are, then. Do it!"

"No, but I'd have to transmit from the central monitor. We need to go to Ood Habitation."

Another bang as the Ood cut another bolt on the door. "That's what we'll do, then." Rose decided. "Lilith, have you got your vortex manipulator working?"

"Not enough to take us all there. It's only got enough power for a one way trip to the Doctor and we want him up here, not me down there."

"Alright, then. Mister Jefferson, sir. Any way out?"

"Just about." Jefferson said. There's a network of maintenance tunnels running underneath the base. We should be able to gain access from here.

"Ventilation shafts. Isn't that a bit cliché?"

"Yeah, I appreciate the reference, but there's no ventilation. No air, in fact, at all. They were designed for machines, not life forms." Jefferson explained.

"But I can manipulate the oxygen field from here. Create discrete pockets of atmosphere. If I control it manually, I can follow you through the network."

"Right, so we go down, and you make the air follow us by hand." Rose clarified.

"You wanted me pressing buttons."

"Okay, we need to get to Ood Habitation. Work out a route."

Lilith went back to pacing, the pounding in her head only getting worse. It was becoming distracting. Was that what the Beast wanted? Her distracted?

The Ood were nearly through the door by the time the others had got a piece of deck plating up. "Danny!" Rose called to the man, who was still at the monitor.

"Hold on!" He called back. "Just conforming."

"Dan, we got to go now! Come on!" Jefferson yelled.

"Yeah!" Danny grabbed an orange computer chip from the machine and ran over to the others. "Put that in the monitor and it's a bad time to be an Ood."

"We're coming back. Have you got that? We're coming back to this room and we're getting the Doctor out."

"Okay." Jefferson said. "Danny, you go first, then you, Miss Tyler and Miss Smith, then Toby. I'll go last in defensive position. Now, come on, quick as you can!"

As Lilith climbed down into the tunnels the only thing that was running through her head was, 'When we're out of here, the Doctor is so dead'.


	22. The Devil in the Darkness Part 2

Lilith climbed down into the tunnels the only thing that was running through her head was, 'When we're out of here, the Doctor is so dead'.

"God, it stinks." Rose complained. "You all right?"

"Yeah, I'm laughing." Danny said sarcastically. "Which way do we go?"

"Just go straight ahead. Keep going till I say so." Zach answered.

Jefferson shut the entrance behind him just as they could hear the Ood break through door 25. The group crawled off on their hands and knees.

"Not your best angle, Danny." Rose commented.

"Oi, stop it!"

"I don't know," Toby said. "It could be worse."

"Get your eyes off my ass, Toby, or I will shoot you." Lilith warned.

"Straight on until you find junction seven point one. Keep breathing. I'm feeding you air. I've got you."

When they reached the said junction point, they all stopped crawling. "We're at seven point one, sir." Danny told Zach.

"Okay, I've got you. I'm just aerating the next section."

Lilith could vaguely hear everyone arguing, but the pounding in her head suddenly became excruciating. She clutched her ears for a moment before it faded back to a dull ache.

The Doctor was trying to contact her and it freaking hurt.

"I've got to oxygenate the next section." Zach was saying. "Now, keep calm or it's going to feel worse."

A loud bang echoed through the tunnels. "The junction in Habitation Five's been opened. It must be the Ood. They're in the tunnels!"

"Well, open the gate!"

"I've got to get the air in!"

"Just open it! Sir."

"Where are they?" Rose asked. "Are they close?

"I don't know. I can't tell. I can't see them. The computer doesn't register Ood as proper life forms."

"Whose idea was that?"

Lilith snorted. "Probably the people who enslaved them." Danny shot her a look. "Right, not the best time to be debating ethics."

"Open the gate!"

The gate slid up behind Danny and they hurried through. "Danny, turn left. Immediate left."

"The Ood, sir. Can't you trap them? Cut off the air?" Jefferson wondered.

"Not without cutting off yours. Danny, turn right. Go right! Go fast, Dan. They're going to catch up."

Jefferson stopped crawling. "I'll maintain defensive position."

"You can't stop!" Rose protested.

"Miss Tyler, that's my job. You've got your task; now see to it."

"Rose, the quicker we can get to Ood Habitation, the quicker we can back to the Doctor." Lilith said, gently.

Jefferson braced himself on the sides of the tunnel as the other four kept crawling. The sound of gunfire cut through the thin air.

"Eight point two. Open eight point two. Zach!" Danny shouted. "Open eight point two!"

"I've got to aerate it." Zach said.

"Open it now!" Danny started pounding on the gate.

"Cut it out, Danny Boy. You're not helping." Lilith snapped.

"Zach, get it open!" Toby shouted.

The pain peaked as the Doctor tried to telepathically reach out for Lilith again and she let out a strangled yelp.

"Lil, are you okay?" Rose asked.

"The Doctor," Lilith ground out. "Something's wrong. He's in trouble.

Zach's voice crackled over the comm. "Report Officer John Maynard Jefferson PKD deceased with honors. 43 K two point one."

"Zach, we're at the final junction, nine point two." Danny said. And, er, if my respects could be on record. He saved our lives."

"Noted. Opening nine point two."

An Ood was waiting on the other side.

Lilith swore in Gallifreyan.

"Lower nine point two!" Rose cried. "Hurry, Zach!"

"We can't go back! The gang point's sealed off. We're stuck!"

Rose looked up, then pushed open a floor grating as the Ood struggled with the gate. "Come on! Up!" Lilith climbed up behind Rose, followed by Danny. "Come on! Toby, come on!"

"Help me! Oh my God. Help me!"

Rose and Danny pulled Toby out of the tunnel just as a nearby door opened. Ood marched down the hall towards them.

Lilith pulled out her blaster and shot the first to Ood. "Open the damn door!" She yelled at Danny and shot another one.

"Lilith, come on!" Rose grabbed her wrist when Danny got the door open, but Lilith pulled away, shooting another Ood.

"Get to Ood Habitation and fry their brains, Tyler." Lilith ordered.

Rose hesitated. "We already lost Mister Jefferson, I won't lose you!"

Lilith blasted the next Ood to enter the hallway. "Sonic blaster doesn't run out of ammo. Now go!"

Rose ran, leaving the door open behind her. Lilith backed away slowly and shot every Ood to walk through the door. "I just hope it doesn't run out of battery." She muttered to herself.

Out of nowhere, the Ood started to collapse. Danny must've succeeded. Lilith sprinted down the hall and made her way to the drilling area. She quickly caught up with Rose, Danny, and Toby.

When they got there, Rose ran straight to the comm. "Doctor, are you there? Doctor, Ida can you hear me?"

"The comms are still down." Zach said. "I can patch them through the central desk and boost the signal. Just give me a minute." He typed furiously on the console in front of the monitor.

"Doctor, are you there? Doctor, Ida can you hear me? Are you there, Doctor?"

Static. Then,

"He's gone."

Rose face fell. "What do you mean, he's gone?"

"He fell into the pit. And I don't know how deep it is. Miles and miles and miles."

"But what do you mean, he fell?" She asked, quietly.

"I couldn't stop him. He said your name."

Zach took the comm unit from Rose, who stumbled back. Lilith pulled her into a hug. "It's gonna be okay." The Time Lady whispered to her friend.

Rose sniffed. "How? He's gone. God, Lil, he's gone and I never…"

"Hey," Lilith held her at arm's length. "Give me a few hours and I can fix my vortex manipulator enough to get me to the TARDIS. I can go get that useless lump of yours and we'll all go home."

"Five and a half hours." Rose laughed weakly. "Always wait five and a half hours."

Lilith chuckled. "First thing we're doing, by the way, is going to Chicago and I'm getting us Starbucks."

"Danny, Toby, close down the feed links." Zach ordered. "Get the retrotropes online, then get to the rocket and strap yourselves in. We're leaving."

"I'm not going." Rose said.

"Neither am I." Lilith agreed.

Zach glanced back at them. "Rose, Lilith, there's space for you."

"No, we're going to wait for the Doctor. Just like he waited for us."

"I'm sorry," he said gently. "But he's dead."

"You're wrong." Lilith hissed. "I'd know if he was really dead!"

Rose's eyes were watering. "You don't know him. 'Cause he's not. I'm telling you, he's not. And even if he was, how could I leave him all on his own, all the way down there? No, I'm going to stay."

Zach looked at her with pity. "Then I apologize for this. Danny, Toby? Make them secure."

Toby grabbed Rose and Danny grabbed Lilith. "Let go of me, you greasy haired creep!" Lilith shouted.

"No, no. No! No! No! Let me go!" screamed Rose as she struggled. "Get off me! I'm not leaving!"

Zach injected Rose with a sedative, and she passed out. He turned to Lilith who spat in his face. "Try me, bastard." He ripped her hand out of Danny's grip and slammed on the button on her vortex manipulator, praying to whatever benevolent deity was listening that it would work.

In a flash of light, Lilith disappeared and reappeared just outside the TARDIS. "Huh, guess we didn't need to wait that long, after all. Thank Rassilon." She breathed. "You okay, Old Girl?"

'I will be fine, Dear One.' The TARDIS assured her.

"Now, where are we?" She asked.

'My Thief is just over there.' Lilith squinted through the darkness. 'Be silent when he converses with the Beast, Dear One.' The TARDIS warned her. 'You must let the Thief speak on his own.' She nodded and stepped forward.

It was dark as night. Even with her Gallifreyan night vision, it was near impossible to see. Lilith scanned the area looking for some sign of the Doctor. She saw him laying face down a few feet away. "Doctor!" she cried and ran to him.

Rolling him onto his back, she saw that the glass on his helmet was broken. "Doctor, are you okay? Wake up! Can you hear me?"

The Doctor gasped and scrambled to his feet. "I'm breathing." He realized and took his helmet off. "Air cushion to support the fall. You can breath down here, Ida." He said into the comm. "Can you hear me, Ida?"

Lilith crossed her arms and waited. "Ahem."

He looked at her, eyes wide. "Lilith? How did you get down here?"

She held up her wrist, showing him her vortex manipulator. "Apparently, if you hit it hard enough, it works."

A rumbling sound reached their ears and they both looked up. "The rocket."

"They've got Rose." Lilith sighed. She looked up at the Doctor. "We'll get to her, don't worry."

The Doctor said nothing. He just shined his flashlight on the walls, revealing cave paintings. "The history of some big battle." He mused. "Man against Beast. I don't know if you're getting this, Ida. Hope so. Anyway, they defeated the Beast and imprisoned it."

The light shined over the image of two urns. Lilith turned and noted that there were two golden urns sitting on marble pedestals. She tapped the Doctor and pointed them out.

"Or maybe that's the key." He continued, touching one of the urns. Both of the gold objects started to glow. "Or the gate, or the bars."

A growling sound came from the darkness that was starting to fade away. An impossibly big horned creature woke and stared at Lilith and the Doctor. It was chained to the wall by its horns and limbs.

Lilith swore in Gallifreyan.

"I accept that you exist. I don't have to accept what you are, but you're physical existence, I'll give you that." The Doctor said. The Beast snarled. "But I don't understand. I was expected down here. I was given a safe landing and air. You need me for something. What for?"

The Beast tried to lunge forward, but was stopped by the chains.

"Have I got to, I don't know, beg an audience? Or is there a ritual? Some sort of incantation or summons or spell? All these things I don't believe in, are they real? Speak to me! Tell me!" the Doctor demanded, but the Beast just snarled again.

"You won't talk. Or you can't talk. Oh, hold on, wait a minute, just let me. Oh! No. Yes! No. Think it through." He frowned. "You spoke before. I heard your voice. An intelligent voice. No, more than that. Brilliant. But, looking at you now, all I can see… is the Beast. The animal. Just the body. You're just the body, the physical form. What's happened to your mind, hmm? Where's it gone? Where's that intelligence?"

It hit Lilith at the same time the Doctor figured it out. "Oh, no."

The rocket. Toby was still possessed.

Lilith desperately tried to reach out to Rose mentally. Nothing. Something about the pit interfered with any telepathic communication. The Doctor turned his attention back to the Beast.

"You were imprisoned, long time ago. Before the universe, after, sideways, in between, doesn't matter. The prison is perfect. It's absolute, it's eternal. Oh, yes! Open the prison, the gravity field collapses! This planet falls into the black hole! You escape, you die. Brilliant! But that's just the body. The body is trapped, that's all. The devil is an idea. In all those civilizations, just an idea. But an idea is hard to kill. An idea could escape. The mind, the mind of the great Beast. The mind can escape."

The Doctor's eyes went wide. "Oh, but that's it! You didn't give me air, your jailers did! They set this up all those years ago! They need me alive, because if you're escaping, then I've got to stop you. If I destroy your prison, your body is destroyed. Your mind with it."

The Doctor raised a rock to smash one of the urns, and then drops it again. "But then you're clever enough to use this whole system against me. If I destroy this planet, I destroy the gravity field. The rocket. The rocket loses protection and falls into the black hole. I have to sacrifice Rose."

Lilith's heart stopped. The Valiant Child who will die in battle so very soon.

No, Rose doesn't die. Rose can't die.

"So, that's the trap. Or the test, or the final judgment, I don't know. But if I kill you, I kill her." Lilith could see the conflict in her father's eyes and it broke her heart. The Beast seemed to laugh. "Except," the Doctor said, putting his hands behind his back in smart-ass lecture mode. "That implies in this big grand scheme of Gods and Devils that she's just a victim. But I've seen a lot of this universe. I've seen fake gods and bad gods and demi-gods and would-be gods, and out of all that, out of that whole pantheon, if I believe in one thing… just one thing, I believe in her!"

He smashed both urns. "This is your freedom! Free to die! You're going into that black hole and I'm riding with you!"

The Doctor pulled Lilith into a tight hug. 'I'm sorry, Lilith. I'm so sorry.' He whispered into her mind.

'I forgive you. I love you.'

The entire planet shook as it was being pulled towards the black hole. Lilith and the Doctor were thrown against something hard. And wooden.

The Doctor laughed with glee. "Oh, yes!"

The two of them launched themselves into the ship and dashed to the console. Pulling levers and pushing buttons, they went up to the entrance to the pit to get Ida, then materialized in mid-space.

Lilith flicked a switch, drawing the nearby rocket towards the TARDIS.

The Doctor set up contact with the rocket. "Sorry about the hijack, Captain. This is the good ship TARDIS." He said. "Now, first thing's first. Have you got a Rose Tyler on board?"

"I'm here! It's me!" Rose shouted. "Oh, my God. Where are you?"

"Lilith and I are just towing you home. Gravity schmavity. Our people practically invented black holes."

"The actually did, you know." Lilith said. "In a couple of minutes, we'll be nice and safe. Oh, and Captain? How about we do a swap? Say, if you give us Rose Tyler, we'll give you Ida Scott?"

"She's alive!" Zach cheered.

"Yeah!" the Doctor confirmed with a grin. "Bit of oxygen starvation, but she should be all right." He paused and sobered. "I couldn't save the Ood. I only had time for one trip. They went down with the planet."

The console beeped. "Entering clear space." Lilith declared. "End of the line. Mission closed."

A few minutes later, Rose ran into the TARDIS and threw herself into the Doctor's arms. The Doctor squeezed her tightly, lifting her off the ground.

Lilith made a gagging noise as he put Rose down and kissed her. "Get a room!" She went over to the console. "Zach? We'll be off, now. Have a good trip home."

The Doctor joined her. "And the next time you get curious about something. Oh, what's the point? You'll just go blundering in. The human race."

"But Doctor, what did you find down there? That creature, what was it?"

"I don't know. Never did decipher that writing. But that's good. Day I know everything? Might as well stop." He smiled at Lilith.

'Cause that's gonna happen.' Lilith thought back.

"What do you think it was, really?" Rose asked.

Lilith bit her lip and waited for him to respond. "I think we beat it. That's good enough for me."

"It said I was going to die in battle."

"Then it lied." The Doctor said, seriously. "Right, onwards, upwards. Ida? See you again, maybe."

"I hope so."

"And thanks, boys!" Rose called.

"Hang on though, you never really said. You three, who are you?"

Lilith grinned at her companions. "Oh," she answered. "We're the stuff of legends."


	23. Before I Lose You

"Rose?" Rose looked up from her book. Lilith was standing in the doorway of the library. "We need to talk."

Rose remembered last time this had happened, just after Mickey had joined them. "Lil, I'm not in the mood to talk about this right now."

She expected Lilith to say something along the lines of 'Sucks, we are' like she normally would, but instead Lilith bit her lip and looked nervous. "It's not technically about the Doctor."

Rose frowned. "Okay, what is it about, then?"

The Time Lady hesitated before joining Rose on the couch. "It's about me and about the future. And I guess it is also about your relationship with my… with the Doctor."

"Lilith…"

"Just hear me out." Lilith pleaded. "Do you remember our trip to 1987 with the ninth Doctor?"

Rose shuddered. "Kind of hard to forget."

"Something happened there, just after the Doctor was taken by the reapers. I had to remove it from your memory because I messed up."

"You went in my head and changed my thoughts?" Rose demanded angrily.

"It's not like that, I swear! I had to! Do you know how many paradoxes I would've cause if I told you the truth back then?"

Rose took a calming breath. "But you want to tell me now?"

"I…I've been thinking about what the Beast said. The Avenging Daughter that will leave in the end. The Valiant Child that will die in battle. If I'm going to lose you soon, I want you to know the truth about me."

"You're not going to lose me." Rose assured her friend. "I'm not going to die."

"No, you're not." Lilith agreed. "But I'm going to leave. I'm the Avenging Daughter." She took a deep breath. "The Doctor isn't my uncle, he's my father."

"Your… father?"

"Yes."

"But he doesn't know."

"Right."

Rose furrowed her eyebrows. "How can he not know?"

"He wouldn't recognize me even if he did." Lilith shrugged. "I've already regenerated."

"He's never mentioned having any children." Rose said.

"That's because, in his timeline, I don't exist yet." Lilith explained.

Rose understood. "You're from his future. But if you haven't been born yet, wouldn't being here cause a paradox?"

"No. See, he remembers me being traveling with him. The paradox would be caused if I weren't here."

"That's why you're leaving." Rose guessed. "Because he told you that you left."

Lilith nodded. "You're my best friend, Tyler. It's gonna kill me to leave, but I have to." Her voice broke. "I don't have a choice."

Rose hugged her friend. "You're not gone yet. Let's make the most of what time we have left."

Lilith laughed, shakily. "Best idea I've heard all day."

Rose chuckled as Lilith got up and headed for the door. "Wait."

"Yeah?"

"You said that you kind of had to talk about me and the Doctor." She hesitated. "Lilith, who's your mum?"

Lilith sighed and shook her head. "You're smart, Rose. Figure it out." And on that note, she left.


	24. Drawing the Five Rings Part 1

"Oh, wait until you see what I've got planned for us!" the Doctor grinned, setting the coordinates. Lilith tried to silently peek over his shoulder, but he covered the monitor. "Nope."

Lilith retreated to Rose's side. "Come on, then. Impress us."

"He thinks he's so impressive." Rose said, her tongue between her teeth.

"I am so impressive!" the Doctor insisted with a pout. The TARDIS landed with her normal shudder that threw them all to the floor. The Doctor was the first to get up and open the door.

He immediately closed the door. "Wrong place."

Lilith, who had gotten a peek outside, laughed. "There's something blocking the door, isn't there?"

The Doctor neglected to answer on his way back to the console. They dematerialized and rematerialized a second later.

"Ah, much better!" He exited the TARDIS, Rose and Lilith on his heels.

"So, near future, yeah?" Rose said, noting a nearby poster.

"I had a passing fancy." The Doctor shrugged. "Only it didn't pass, it stopped." They walked under a banner announcing the 2012 Olympics.

"The thirtieth Olympiad."

"No way!" Rose exclaimed. "Why didn't I think of this? That's great."

"Only seems like yesterday a few naked Greek blokes were tossing a discus about, wrestling each other in the sand with crowds stood around baying. No, wait a minute, that was Club Med." the Doctor bumped shoulders with Rose. "Just in time for the opening doo dah, ceremony, tonight, I thought you'd like that. Last one they had in London was dynamite. Wembley, 1948. I loved it so much; I went back and watched it all over again. Fella carrying the torch, lovely chap, what was his name?

Lilith noticed a man putting up a poster and she wandered over.

The Doctor kept talking. "Mark? John? Mark? Legs like pipe cleaners, but strong as a whippet."

"Rose, check this out." Lilith frowned.

"And in those days, everybody had a tea party to go to."

"Doctor!" Rose called.

"Did you ever have one of those little cakes with the crunchy ball bearings on top?"

"You should really look at this."

"Do you know those things? Nobody else in this entire galaxy's ever even bothered to make edible ball bearings. Genius. The Doctor wandered back over to Rose and Lilith, and read the two posters. Missing child posters for a boy named Dale Hicks. "What's taking them, do you think? Snatching children from a thoroughly ordinary street like this. Why's it so cold? Is someone reducing the temperature?"

"It says they all went missing this week. Why would a person do something like this?" Rose wondered.

Lilith cocked an eyebrow at her. "What makes you think it's a person?"

"Whatever it is, it's got the whole street scared to death. Doctor, what—" But the Doctor had already run up the street to investigate the front lawn and its soccer goal. He held his hand out over the grass.

A man in a Mini drives into the road, and the engine gives out. One of the road menders went over to help. They pushed the car forward.

"Do you want a hand?" Lilith asked.

"No, we're all right, love." The road mender said.

"You're not." Rose chuckled. "We're tougher than we look, honest."

They joined the road mender pushing at the back of the car, and the engine suddenly burst to life.

"Does this happen a lot?" Rose asked.

"Been doing it all week." The road mender brushed off his hands.

"Since those children started going missing?"

He scratched the back of his head. "Yeah, I suppose so. Every car cuts out. The council are going nuts. I mean, they've given this street the works. Renamed it. I've been tarmacking every pothole. Look at that." He pointed them out. "Beauty, innit? Yeah! And all that is because that Olympic Torch comes right by the end of this Close. Just down there. Everything's got to be perfect, ain't it? Only it ain't."

"It takes them when they're playing." An old woman said, coming over.

"What takes them?" Lilith questioned.

"Danny, Jane, Dale. Snatched in the blink of an eye."

A man has the Doctor backing away onto the road. "I'm, I'm a police officer! That's what I am. I've got a badge and a police car. You don't have to get. I can, I can prove it. Just hold on."

"We've had plenty of coppers poking around here, and you don't look or sound like any of them." The man accused.

"See, look. I've got colleagues. Lewis and Lilith." The Doctor motioned to Lilith and Rose.

"Well, they look less like coppers than you do."

"Training. New recruits. It was either that or hairdressing, so, voila!" The Doctor brandished his psychic paper in front of the man.

Another woman came over. "What are you going to do?"

"The police have knocked on every door. No clues, no leads, nothing." The old lady said.

The man shrugged. "Look, kids run off sometimes, all right? That's what they do."

"Saw it with me own eyes!" the old lady insisted. "Dale Hicks in your garden, playing with your Tommy, and then pfft! Right in front of me, like he was never there. There's no need to look any further than this street. It's right here amongst us."

"Why don't we—"

"Why don't we start with him?" a new woman pointed at the road mender. "There's been all sorts like him in this street, day and night."

"Fixing things up for the Olympics!" He protested.

"Yeah, and taking an awful long time about it." Tommy's dad commented.

Everyone started talking at once, blaming someone or other and making less and less sense. The Doctor got fed up with no one listening. "Fingers on lips!" he shouted.

Confused, everyone joined the Doctor in making the shush gesture. He shot a pointed look at Lilith, who rolled her eyes and put her finger on her lips.

"In the last six days," He continued. "Three of your children have been stolen. Snatched out of thin air, right?"

"Look around you." The old lady gestured around the street. "This was a safe street till it came. It's not a person. I'll say it if no one else will. Maybe you're coppers; maybe you're not. I don't care who you are. Can you please help us?"

"We promise that we'll help in anyway we can." Lilith assured her.

Everyone went back to his or her respective houses and Lilith and Rose followed the Doctor as he returned to Tommy's house. He walked around the front yard, sniffing.

Rose raised her eyebrows. "Want a hanky?"

"Can you smell it?" the Doctor asked. "What does it remind you of?"

Lilith sniffed. "Metallic." She decided.

"Mhm." They made their way to an area between two lots of back gardens. "Danny Edwards cycled in one end but never came out the other. Whoa, there it goes again!" He held up his hand. "Look at the hairs on the back of my manly hairy hand."

"Manly hairy hand?" Lilith repeated with a snort.

"And there's that smell." Rose noted. "It's like a, er, a burnt fuse plug or something."

"There's a residual energy in the spots where the kids vanished. Whatever it was, it used an awful lot of power to do this."

They went back to the main street where a ginger cat was sitting by the curb. "Aren't you a beautiful boy?" Rose cooed.

"Thanks!" the Doctor preened. "I'm experimenting with back combing. Oh." His smile dropped when he realized she was talking to the cat. Lilith snickered.

Rose looked back up at the Doctor. "What?"

"Nothing, I'm not really a cat person." He shrugged. "Once you've been threatened by one in a nun's wimple, it kind of takes the joy out of it."

The cat climbed inside cardboard box. "Come here, puss. What do you want to go in there for?" Rose tipped over the box. It was empty.

"Lil, Doctor." The waved them over. Lilith wrinkled her nose. The smell was very strong.

"Whoa!" the Doctor exclaimed. "Ion residue. Blimey! That takes some doing. Just to snatch a living organism out of space-time. This baby is just like; I'm having some of that. I'm impressed."

"So the cat's been transported?" Rose questioned.

"Whatever is taking those kids and that cat is harnessing huge reserves of ionic power." Lilith explained. "If we can find the source of that power…"

"Find the source and you will find whatever has taken to stealing children and fluffy animals." the Doctor finished. "See what you can see. Keep them peeled, Lewis."

Lilith reached into the Doctor's pocket and pulled out the sonic screwdriver.

"Oi!" he protested.

"Oh, calm down." Lilith huffed.

They heard Rose, who had wandered off, cry out. The Doctor grabbed the sonic back and ran towards her voice. "Stay still!" He pointed his sonic screwdriver at the big ball of grey and black that was attacking Rose, and the ball became hand-sized. Rose grabbed it.

"Okay there, Tyler?" Lilith offered Rose her hand.

She accepted it and let Lilith pull her to her feet. "Yeah, cheers."

"I'll give you a fiver if you can tell me what the hell it is, because I haven't got the foggiest." the Doctor said, poking the ball with the screwdriver.

"Well, I can tell you you've just killed it."

"It was never living. It's animated by energy, same energy that's snatching people. That is so dinky! The go anywhere creature. Fits in your pocket, makes friends, impresses the boss, breaks the ice at parties."

Lilith snatched it from his hand. "Let's just figure out what it is, kay?"

* * *

Back in the TARDIS, Lilith dropped the ball into a scanner. The monitor beeped and its composition was displayed in Gallifreyan on the screen.

"Get out of here."

"What's it say?" Rose asked.

The Doctor used the eraser end of a pencil on the ball, and rubbed some of it out. "It is. It's graphite, basically the same material as an HB pencil."

Rose frowned. "I was attacked by a pencil scribble?"

"Scribble creature, brought into being with ionic energy. Whatever we're dealing with, it can create things as well as take them. But why make a scribble creature?" he wondered.

"Maybe it was a mistake I mean, you scribble over something when you want to get rid of it, like a, like a drawing. Like a… a child's drawing." Lilith and the Doctor looked at Rose who had seemed to realize something. "You said it was in the street."

"Probably." the Doctor agreed.

"The girl."

"Of course!" he paused. "What girl?"

"Something about her gave me the creeps." Rose said. "Even her own mum looked scared of her."

"Are you deducting?" the Doctor asked slyly.

Rose grinned. "I think I am."

"Copper's hunch?"

"Permission to follow it up, Sarge?"

Lilith, who was already at the door, coughed to get their attention. "Shall I give you two some privacy? Or are you ready to go?"

They made their way back to the street and the Doctor rang the doorbell. It was the mother, Trish, who eventually answered the door. He grinned. "Hello. I'm the Doctor and this is Rose and Lilith. Can we see your daughter?"

"No, you can't." Trish responded immediately.

"Okay. Bye." The trio started to walk away.

"Why? Why do you want to see Chloe?"

"Well, there's some interesting stuff going on in this street and I just thought, well, we thought, that she might like to give us a hand." the Doctor said.

Lilith shrugged. "But if we can't see her, it's fine. Sorry to bother you."

"Yeah, sorry. We'll let you get on with things. On your own. Bye again."

"Wait!" Trish called after them. "Can you help her?"

"Yes," the Doctor said, sincerely. "I can."

Trish led them into the living room. "She stays in her room most of the time. I try talking to her, but it's like trying to speak to a brick wall. She gives me nothing, just asks to be left alone."

"What about Chloe's dad?" Rose asked.

Trish hesitated before answering, "Chloe's dad died a year ago."

"I'm sorry."

"You wouldn't be if you'd known him." She said.

"Well, let's go and say hi." the Doctor suggested.

"I should check on her first. She might be asleep."

Lilith looked at the girl's mother. "Why are you afraid of her, Trish?"

"I want you to know before you see her that's she's really a great kid." Trish insisted.

"I'm sure she is." the Doctor said.

"She's never been in trouble at school you should see her report from last year. A's and B's."

"Can I use your loo?" asked Rose.

Trish nodded, then turned back to Lilith and the Doctor. "She's in the choir. She's singing in an old folks home. Any mum would be proud. You know I want you to know these things before you see her, Doctor, because right now, she's not herself."

The girl came down the stairs and walked passed them into the kitchen. The Doctor followed her. "All right, there? I'm the Doctor."

"I'm Chloe Webber." The girl said.

"How're you doing, Chloe Webber?"

"I'm busy. I'm making something, aren't I, Mum?"

"And like I said, she's not been sleeping." Trish added.

"But you've been drawing, though. I'm rubbish. Stick men about my limit. Can do this, though." the Doctor gave Chloe the Vulcan salute. "Can you do that?"

Lilith raised her eyebrows, but stayed silent and let the Doctor do his thing.

"They don't stop moaning." Chloe said.

"Chloe." Trish warned.

"I try to help them, but they don't stop moaning."

"Who don't?" the Doctor asked.

"We can be together."

Trish tried to reach for Chloe. "Sweetheart."

Chloe jerked away. "Don't touch me, Mum. I'm busy, Doctor."

"Come on, Chloe. Don't be a spoilsport." the Doctor pressed. "What's the big project? I'm dying to know. What're you making up there?"

"Doctor!" Rose screamed from the second floor.

Lilith and the Doctor exchanged horrified glances before sprinting up the stairs and to Chloe's bedroom. The doors to the closet were open and Rose was leaning towards them. The Doctor slammed them shut.

"Look at it." Rose breathed.

"No, ta."

Lilith looked around the room. One of the walls was covered in drawings. Drawings that seemed to be staring right at her. Lilith shivered.

"What've you been drawing?" Trish asked her daughter.

"I'm drew him yesterday." Chloe replied.

"Who?"

"Dad."

The Doctor was studying on of the pieces of paper through his specs. Lilith walked over to him. "It's just a piece of paper. What's so special about it?" she kept her voice low.

"It's one of the missing kids." He said. "Tell us about the drawings, Chloe."

"I don't want to hear any more of this." Trish insisted.

"But that drawing of her dad." Rose protested. "I heard a voice. He spoke."

"He's dead. And these, they're kid's pictures. Now get out!" the mother demanded.

"Chloe has a power. And I don't know how, but she used it to take Danny Edwards, Dale Hicks. She's using it to snatch the kids."

"Get out."

Rose stepped towards Trish. "Have you seen those drawings move?"

"I haven't seen anything." She denied.

"Yes, you have." the Doctor said. "Out of the corner of your eye."

"No."

"And you dismissed it, because what choice do you have when you see something you can't possibly explain? You dismiss it, right? And if anyone mentions it, you get angry, so it's never spoken of, ever again."

"She's a child."

"And you're terrified of her. But there's nowhere to turn to, because who's going to believe the things you see out of the corner of your eye? No one. Except us."

"Who are you?"

Lilith put her hand on the woman's arm. "We're help."


	25. Drawing the Five Rings Part 2

Down in the kitchen, the Doctor absentmindedly started eating marmalade from a jar with his fingers. Lilith rolled her eyes and punched him in the arm. 'How old are you?'

He realized what he is doing and put the jar back. They turned their attention to Rose.

"Those pictures, they're alive. She's drawing people and they end up in her pictures."

"Ionic energy." the Doctor explained. "Chloe's harnessing it to steal those kids and place them in some kid of holding pen made up of ionic power."

"And what about the dad from hell in her wardrobe?"

Trish crossed her arms. "How many times do I have to tell you? He's dead."

"Well, he's got a very loud voice for a dead bloke." Rose muttered.

"If living things can become drawings, then maybe drawings can become living things." Lilith guessed. "Sure, Chloe's real dad is dead, but the one who visits her in her nightmares isn't. That dad is very real to her. That's the dad she's drawn and all that's keeping him from crashing into this world is an ionic cage."

"She always got the worst of it when he was alive." Trish said.

"Doctor, how can a twelve-year-old girl be doing any of this?" Rose asked.

The Doctor pushed himself away from the counter. "Let's find out."

The four of them went up to Chloe's room. Chloe was sitting on her bed. She did the Vulcan salute when the Doctor came in.

"Nice one." He said, kneeling in front of the girl. He put his fingers on her temple and her eyes roll back in her head. He laid her back on the bed. "There we go. Now we can talk."

"I want Chloe." Chloe said in a raspy voice. "Wake her up. I want Chloe."

"Who are you?" the Doctor asked.

"I want Chloe Webber."

"What've you done to my little girl?" Trish demanded.

"Doctor, what is it?" asked Rose.

Lilith shushed them both.

The Doctor continued. "I'm speaking to you, the entity that is using this human child. I request parley in compliance with the Shadow Proclamation."

"I don't care about shadows or parleys."

"So what do you care about?"

"I want my friends."

"You're lonely, I know." the Doctor said. "Identify yourself."

"I am one of many. I travel with my brothers and sisters. We take an endless journey. A thousand of your lifetimes. But now I am alone." Chloe hissed. "I hate it. It's not fair, and I hate it."

"Name yourself!" the Doctor insisted.

"Isolus."

'The flower looking things? The ones that have a million kids?' Lilith wondered silently, not wanting to speak aloud.

"You're Isolus. Of course." the Doctor breathed.

Chloe started to draw as she spoke. "Our journey began in the Deep Realms when we were a family."

"What's that?" Trish asked.

"The Isolus Mother, drifting in deep space." the Doctor said. "See, she jettisons millions of fledgling spores. Her children."

"The Isolus are empathic beings of intense emotions, but when they're cast off from their mother, their empathic link, their need for each other, is what sustains them." Lilith explained. "They need to be together. They literally cannot be alone."

"The Isolus children travel, each inside a pod. They ride the heat and energy of solar tides." the Doctor added. "It takes thousands and thousands of years for them to grow up."

"Thousands of years just floating through space." Rose marveled. "Poor things. Don't they go mad with boredom?"

"We play." Chloe said.

"You play?"

"While they travel, they play games. They use their ionic power to create make believe worlds in which to play." Lilith said. "It's like in flight entertainment."

"Helps keep them happy. While they're happy, they can feed off each other's love. Without it, they're lost. Why did you come to Earth?" the Doctor asked the Isolus.

Chloe started a new drawing. "We were too close."

"That's a solar flare from your sun." the Doctor realized. "Would have made a tidal wave of solar energy that scattered the Isolus pods."

"Only I fell to Earth. My brothers and sisters are left up there, and I cannot reach them. So alone." Chloe rasped.

"Your pod crashed." Lilith guessed. "Where is it?"

"My pod was drawn to heat, and I was drawn to Chloe Webber. She was like me, alone. She needed me, and I her."

The Doctor nodded. "You empathized with her. You wanted to be with her because she was alone like you."

"I want my family. It's not fair."

"I understand. You want to make a family." the Doctor said gently. "But you can't stay in this child. It's wrong. You can't steal any more friends for yourself."

There was a crash from the wardrobe. A red glow emanated from the crack between the doors and they shook. Chloe was shaking too. "I'm coming to hurt you. I'm coming." A deep voice growled.

"Trish, how do you calm her?" the Doctor asked.

Trish frowned. "What?"

"When she has nightmares," Lilith clarified. "What do you do?"

"I sing to her."

"Then start singing." the Doctor ordered.

"Kookaburra sits in the old gum tree. Merry, merry king of the bush is he. Trish sang. "Laugh, Kookaburra, laugh, Kookaburra, gay your life must be. Laugh, Kookaburra, laugh, Kookaburra, gay your life must be."

Chloe fell asleep, and the wardrobe fell silent.

"He came to her because she was lonely." Trish whispered. "Chloe, I'm sorry."

* * *

After collection all the pencils they could find, Lilith, Rose, and the Doctor headed back to the TARDIS. "It won't stop, will it, Doctor? It'll just keep pulling kids in."

The Doctor nodded in agreement. "It's desperate to be loved. It's used to a pretty big family."

"How big?"

"I'd guess around four billion?"

Lilith sighed. "We need to find that pod, don't we?"

"It crashed." Rose said. "Won't it be destroyed?"

"Well, it's been sucking in all the heat it can. Hopefully that should keep it in a fit state to launch. It must be close." the Doctor reasoned. "It should have a weak energy signature that the TARDIS can trace. Once we find it, then we can stop the Isolus. We can scan for the same trace that I picked up from the scribble creature. We'd need to widen the field a bit."

Once inside the TARDIS, Lilith helped the Doctor build a small machine that would be able to trace the heat signature of the pod.

"You knew the Isolus was lonely before it told you. How?" asked Rose.

The Doctor shrugged. "We know what it's like to travel a long way on your own. Give me the styner-magnetic—." He looked up at Lilith, who was already holding out the piece.

"Sounds like you're on its side." Rose commented.

"I sympathize, that's all. It's a child. That's why it went to Chloe. Two lonely mixed up kids."

"Feels to me like a temper tantrum because it can't get its own way."

"It's scared. Come on, you were a kid once."

"Yes, and I know what kids can be like. Right little terrors." Rose muttered.

The Doctor held out his hand. "Gum."

Rose spit out her gum. "I've got cousins. Kids can't have it all their own way. That's part of being a family."

"What about trying to understand them?" the Doctor suggested.

"Easy for you to say. You don't have kids."

Lilith flinched at her words. Rose seemed to realize what she had said and shot her friend a look of apology.

The Doctor's hand froze for a moment. "I was a dad once." He said quietly. He used Rose's gum to fix a component in place, then closed the lid on a glass globe containing the small machine. "Fear, loneliness, they're the big ones, Rose. Some of the most terrible acts ever committed have been inspired by them. We're not dealing with something that wants to conquer or destroy. There's a lot of things you need to get across this universe. Warp drive, wormhole refractors. You know the thing you need most of all? You need a hand to hold."

Rose held out her hand out; he took it.

Lilith gagged. "Not to ruin the moment, but we've got an energy source registering." She nodded to the scanner.

"It's the pod!" the Doctor exclaimed. "It is in the street. Everything's coming up Doctor."

"Then, let's go!"

They exited the TARDIS, Rose and Lilith ahead of the Doctor.

"Okay. It's about two inches across. Dull grey, like a gull's egg. Very light."

"So these pods they travel from sun to sun using heat, yeah? So it's not all about love and stuff. Doesn't the pod just need heat?"

There was a crash as the glass globe fell to the ground and broke. Lilith spun around at the noise. "No."

"Doctor?" But the Doctor and the TARDIS had vanished. "Doctor!"

Lilith growled and swore in Gallifreyan.

* * *

Lilith pounded on the door to the Webber household. When Trish answered, she pushed passed the woman and stormed up the stairs. "It's okay. I've taken all the pencils off her!"

Lilith slammed the Chloe's bedroom door open and snatched the drawing of the Doctor and the TARDIS away.

"Leave me alone. I want to be with Chloe Webber. I love Chloe Webber!"

"Bring him back. Now." Lilith said dangerously.

"No."

"Don't you realize what you've done? He was the only one who could help you. Now bring him back!" Time Lady snarled.

"Leave me alone! I love Chloe Webber!"

Rose grabbed Lilith's arm afore she could lunge at the girl. "I know. I know." She took the picture. "Doctor, if you can hear me, we're going to get you out of there. We'll find the pod." She ran out of the room.

"Don't leave her alone, no matter what." Lilith ordered Trish before following Rose. She stood just outside the house, shaking with anger and worry as Rose grabbed a pickaxe, dug up something from the road, and argued with the road mender from earlier.

She picked something up from the hole in the street and raced back over to Lilith. "I've got it." They ran back into the living room where Trish was staring at the TV. "I've found it! I don't know what to do with it, but maybe the Isolus will just hop on board.

"Hang on," Lilith said. "I told you not to leave her."

"My God! Er, what's going on here?"

They whipped around to look at the TV. The stadium crowd had vanished.

The road mender stormed in. :I don't care if you've got Snow White and the Seven Dwarves buried under there, you don't go digging up—"

"Shut up and look!" Lilith hissed.

"The crowd has vanished! Er, they're gone. Everyone has gone. Thousands of people have just gone. Right in front of my eyes. It's impossible. Bob, can we join you in the box? Bob? Not you too, Bob?"

"The stadium won't be enough." Rose said. "The Isolus has four billion brothers and sisters."

Lilith grabbed Rose's arm and pulled her upstairs. They tried to get into Chloe's room, but the door was either locked or barred.

"Chloe? Chloe, it's Rose! Open the door! We found your ship. We can send you home."

"Chloe?" Trish called.

"Isolus!" Lilith shouted. "Open the damn door!"

"Right, stand back." Rose used the pickaxe to break down the bedroom door. She got a hand through and pushed the chair blocking the door away and went in. "Chloe!"

"I'm coming to hurt you. I'm coming." The deep voice said from the closet.

Chloe was drawing a picture of the Earth on the wall. Lilith growled. "Rose, stop her or I will."

"If you stop Chloe Webber, I will let him out." Chloe warned. "We will let him out together. I cannot be alone. It's not fair."

"Look, I've got your pod." Rose said, holding out the Isolus' pod.

"The pod is dead."

"It only needs heat."

"It needs more than heat." Chloe told her.

"What, then?" Rose begged.

The road mender gulped. "I'm not being funny or nothing, but that picture just moved. And that one!"

The picture of the Doctor had changed. He was pointing to an Olympic torch. "She didn't draw that, he did." Rose realized. "But it needs more than heat, Doctor."

"Is still on its way. I suppose it's much more than a torch now, it's a beacon." The announcer on the TV said. "It's a beacon of hope and fortitude and courage. And it's a beacon of love."

Rose and Lilith looked at each other. "Love." They said in unison.

"So let's have a look from the helicopter. There we go, the torch bearer running past Dame Kelly Holmes Close."

"I know how to charge up the pod." The duo ran outside to where the street was filled with spectators. They pushed their way through the crowd.

"Sorry, you'll have to watch from here." A policeman said.

"No, I've got to get closer." Rose insisted.

"No way."

"I can stop this from happening!"

The pod started to chitter and hum. "You felt it, didn't you? Feel the love." Rose threw the pod into the air, and it flew into the flame of the torch. The Torch Bearer staggered briefly then carries on.

"Yes!" Lilith cried and hugged Rose tightly.

Down the street, the kids reappeared and reunited with their parents. The old woman came over. "I don't know who you two are, or what you did, but thank you, darlings! And thank that man for me too."

"We will." They grinned.

* * *

They stayed for the celebration that night. The Doctor had carried the Olympic torch to the finish and sent the Isolus on its way. Lilith clung to his am and he stroked her shoulder comfortingly.

"Cake?" Rose called from behind them. She held out a fairy cake with silver sugar ball decorations on top. All three of them laughed.

"Top banana!" the Doctor accepted the cake and took a bite. "Mm. I can't stress this enough. Ball bearings you can eat, masterpiece!"

Rose pulled him into a tight hug. "I thought I'd lost you."

"Nah. Not on a night like this. This is a night for lost things being found. Come on." He linked one arm through Rose's and she linked her other through Lilith's.

"What now?" Lilith asked as the three of them strolled down the street.

"I want to go to the Games." the Doctor said. "It's what we came for."

"Go on; give us a clue." Rose nudged him. "Which events do we do well in?"

"Well, I will tell you this. Papua New Guinea surprises everyone in the shot put."

"Really? You're joking, aren't you?" the Doctor winked, but said nothing. Lil, is he serious or is he joking?"

Lilith shrugged. "Beats me. Wait and see."

The obligatory fireworks display started.

"You know what? They keep on trying to split us up, but they never ever will." Rose said.

The Doctor stopped walking. "Never say never ever."

"Nah, we'll always be okay, us three. Don't you reckon, Doctor?"

"There's something in the air. Something coming." the Doctor said seriously.

"What?"

"A storm's approaching."

Lilith shivered. There they were; the words that signified the end. The end of the twelve years she had with the Doctor and the two she had with Rose. Soon she'd be leaving, soon she'd be gone. They'd both be gone.

She unlinked her arm and gripped Rose's hand tightly. She could try to ignore it, focus on the present, not the future.

But thunder had sounded; lightning had struck.

The storm was on its way.


	26. The Worst Day

Lilith was sitting in the kitchen, eating a banana of all things, when Rose came in. "You've been awfully quiet lately." She said. "You've gone almost two days without teasing the Doctor. I think that's a new record."

"I've been doing a lot of thinking." Lilith shrugged.

Rose sat down across from her. "About what?"

"Memories. Timelines. Family. Friends. Take your pick." Lilith sighed.

"Family."

"What?"

"What about our family were you thinking about?"

Lilith studied Rose. "It's your future. If I tell you, I'll have to go into your head and make you forget."

Rose smiled. "Clearly you want to talk about it, so talk. Tell me about our family."

Lilith sighed. "There's six of us; you, Dad, Darkel, Nyx, James, and me. Nyx and James are the youngest, they're twins. They were born during Dad's eleventh life."

"And Darkel?"

"His tenth, but she was only five when he regenerated."

"I think you told me about that once." Rose said. "Before I knew it was the Doctor you were talking about. You said something about floppy hair and him almost falling out of the TARDIS."

Lilith nodded. "It was a particularly violent regeneration. The force of it pretty much tore apart the console room and almost killed you, Darkel, and me. It caused the TARDIS to start crashing, he fell out the door and had to grab onto the edge. Looked like he was having the time of his life." Lilith laughed. "He yelled 'Geronimo!' It's his thing, kinda like 'fantastic' was."

"What does he wear?" Rose asked.

"Bowties." Lilith responded in a snap. "He keeps trying to convince us and the others to let him wear a fez."

"Why a fez?"

"Because fezzes are cool."

Rose let the explanation sink in. "And he's the version who sent you back here?"

"Yep."

"But we had to have told you about our adventures, yeah? You already knew everything that was going to happen." Rose accused.

Lilith shook her head. "He put a lock on my memories. I don't remember anything until it's already happened to me. The only thing I know for sure…"

"Is that you have to leave." Rose guessed. "That's why you've been so quiet. You're leaving."

"As soon as I pack up." Lilith confirmed.

"Does this have to do with the storm the Doctor was talking about?"

The Time Lady refused to meet her mother's eyes. "I can't be here when the storm hits. If I was, I don't know if I could stop myself from changing the outcome. I've already changed the past."

"You've done what?"

Lilith had the decency to look guilty. "I sort of, kind of, maybe sped your relationship with Dad along."

"You did what?"

"The stupid looks you were giving each other were driving me insane! So I worked extra hard to piss him off and get him to kiss you."

"Lilith!"

"Oh, don't pretend you didn't like it." Lilith snorted. "Besides, I barely changed anything. It's not like I convinced him to have sex with you."

Rose's cheeks turned the color of her namesake.

"Oh, Rassilon, please tell me you didn't have sex with him."

"We didn't do anything like that! I swear!" Rose insisted, still red with embarrassment. "I think we've strayed from the point of this conversation."

Lilith frowned. "What was the point of this conversation?"

"I have no clue."

The two girls laughed. Lilith was the first to stop. "Rose, I wanted to let you know I really had fun traveling with you. These last two years have been amazing and I…" she choked up and Rose pulled her into a hug. "I don't want to go."

"I know." Rose said quietly. "But you have to."

Lilith eventually pulled away and gave Rose a shaky smile. "I'll see you around, Tyler."

* * *

Lilith knew that the Doctor was standing in the doorway for five minutes before he said anything. "So, you're leaving."

She sighed and zipped up her bigger on the inside backpack. "Yeah. And we need to talk."

"What about?" he asked, sitting on the bed next to her.

Lilith bit her lip and chose her words carefully before speaking. "We had a conversation back in your last body after the misadventure in 1987. I accidentally revealed something about your future and you demanded an explanation before having to forget." she paused. "I've been lying to you, Doctor."

"Lying." the Doctor repeated.

"You asked me awhile ago why I call you Doctor now, instead of Uncle."

"You said it's because you're not used to me being in this body. You've only seen regeneration once before." He recalled. "But that's not true?"

"No, it's just…" Lilith looked at him. "When I was a time tot, you wore a blue pinstriped suit and red converse. You had frankly fantastic hair and went around acting like you were constantly on a sugar high. But the reason I don't call you Uncle is because it doesn't feel right. Not when," she swallowed. "Not when I called this you 'Dad' for fifty years."

Silence settled over the room for a moment. "You're my daughter." the Doctor said blankly. Lilith nodded. "Why are you here then? Being with me before you're born? The timelines—"

"Are being preserved." Lilith interrupted. "I'm only here because you remember me traveling with you. And you remember me telling you the truth and leaving today."

"So," the Doctor said after a moment. "Is there a reason your dressed like my previous self?"

Lilith looked down at what she was wearing. Black leggings, a blue shirt, a black leather jacket, and laced up combat boots. "A dress isn't really practical for where I'm going."

"And where's that?"

She cleared her throat. "I'm, ah, going to find Jack. I think I'll stick with him until it's time for me to come back."

"You're coming back then?" the Doctor said, sounding doubtful.

"Of course I am. I promise, this isn't the end. No matter how much it may feel like it, no matter how much it may hurt, today isn't the end." Lilith Jacqueline Tyler-Lungbarrow hugged her father, walked out the door, and left the TARDIS.

She shouldered her backpack, wiping away a tear, and headed off to find the entrance to Torchwood Three.

Today isn't the end.


	27. Author's Note

**Author's Note**

I'll be posting two one shots today before the next multi-chapter, interludes of sorts. As a warning, Hands to Hold, Hell to Pay will be ten chapters or less as I can't force myself to rewatch the entirety of season three. Sorry Martha fans, but I can't stand her. Since it's shorter, I'm just going to post it all at once when I'm finished with it. It'll take a few days. The fourth one will be a normal season though.

As I mentioned in an earlier note, I won't be ending the series after season 4. I'm going to do rewrites of one episode per Classic Doctor, so if you have any suggestions on which episode, I would love to hear them.

Thanks for reading, guys, and I hope you enjoyed.

-Darkelvoriplorellion Tyler


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